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Home My WebLink AboutCouncil Actions 09-19-0578-09!905 ROANOKE CITY COUNCIL REGULAR SESSION SEPTEMBER 19, 2005 2:00 P.M. CITY COUNCIL CHAMBER AGENDA Call to Order--Roll Call. (Council Member Dowe was 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 Mayor C. Nelson Harris. Welcome. Mayor Harris. NOTICE: Today's Council meeting will be replayed on Channel 3 on Thursday, September 22, 2005, at 7:00 p.m., and Saturday, September 24, 2005, at 4:00 p.m. Council meetings are offered with closed captioning for the hearing impaired. ANNOUNCEMENTS: THE PUBLIC IS ADVISED THAT MEMBERS OF COUNCIL RECEIVE THE CITY COUNCIL AGENDA AND RELATED COMMUNICATIONS, REPORTS, ORDINANCES AND RESOLUTIONS, ETC., ON THE WEDNESDAY 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. ROANOKEVA.GOV, CLICK ON THE ROANOKE CITY COUNCIL ICON, CLICK ON MEETINGS AND AGENDAS, AND DOWNLOAD THE ADOBE ACROBAT SOFTWARE TO ACCESS THE AGENDA. ALL PERSONS WISHING TO ADDRESS COUNCIL ARE REQUESTED TO REGISTER WITH TH E 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-fED 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 COMMITTEE IS REQUESTED TO CONTACT THE CITY CLERK'S OFFICE AT 853-2541, OR ACCESS THE CITY'S HOMEPAGE AT WWW.ROANOKEVA.GOV, TO OBTAIN AN APPLICATION. 2. PRESENTATIONS AND ACKNOWLEDGEMENTS: Proclamation declaring Monday, September 19, 2005, as Joseph L. Salmon Day. File #3 Proclamation declaring Cleanup Day. File #3 Saturday, October 1, 2005, as Fall Waterways 2 3. CONSENT AGENDA C-1 C-2 C-3 C-4 Approved (6-0) ALL MATI'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 OF THE ITEMS. IF DISCUSSION IS DESIRED, THE ITEM WILL BE REMOVED FROM THE CONSENT AGENDA AND CONSIDERED SEPARATELY. Minutes of the regular meeting of Council held on Monday, August 1 5, 2005. RECOMMENDED ACTION: Dispense with the reading of the minutes and approve as recorded. A communication from Mayor C. Nelson Harris requesting that Council convene in a Closed Meeting to discuss vacancies on certain authorities, boards, commissions and committees appointed by Council, and to interview an applicant for a vacancy on the Industrial Development Authority, pursuant to Section 2.2-3711(A)(1), Code of Virginia (1950), as amended. RECOMMENDED ACTION: Concur in the request. File #132 A communication from the City Manager requesting that Council convene in a Closed Meeting to discuss the award of a public contract involving the expenditure of public funds, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the City, pursuant to Section 2.2-3711(A)(30), Code of Virginia (1950), as amended. RECOMMENDED ACTION: Concur in the request. File #132 Qualification of the following persons: David B. Carson and William H. Lindsey as Trustees of the Roanoke City School Board, for terms ending June 30, 2008; Angela Holland as a member of the Human Services Advisory Board, for a term ending November 30, 2007; and 3 Letitia A. Smith as a member of the Personnel and Employment Practices Commission, for a term ending June 30, 2008. RECOMMENDED ACTION: Receive and file. File #1 5-110-202-230-318-467 REGULAR AGENDA 4. PUBLIC HEARINGS: NONE. 5. PETITIONS AND COMMUNICATIONS: Request of the Feral Cat Task Committee to present survey recommendations. Stan Eichelberger, DVM, Spokesperson. (Sponsored by the City Manager.) The recommendations were referred to the City Manager for study and report to Council. File #54 6. REPORTS OF OFFICERS: a. CITY MANAGER: BRIEFINGS: · Fall Waterways Cleanup 15 minutes · Reverse 91 I 15 minutes ITEMS RECOMMENDED FOR ACTION: Authorization to continue the position of Eligibility Worker at the Health Department to ensure that citizens have an opportunity to apply for Medicaid; and appropriation of funds. Adopted Budget Ordinance No. 371 80-091905 and Resolution No. 371 81-091905. (6-0) File #22-60-72 4 Appropriation of additional funds from the Commonwealth of Virginia for Hazardous Materials Emergency Responses for fiscal years 2004 and 2005. Adopted Budget Ordinance No. 37182-091905. (6-0) File #60-188 Appropriation of $387,357.00 in connection with Western Virginia Workforce Development Board Workforce Investment Act programs. Adopted Budget Ordinance No. 37183-091905. (6-0) File #60-72-236-246 Appropriation of $53,600.00 in connection with the Carvins Cove Natural Reserve Multi-Use Trail Project. Adopted Budget Ordinance No. 37184-091905. (6-0) File #24-60-468 Execution of an amendment to the Intergovernmental Agreement between the City of Roanoke and the County of Roanoke in connection with the 800 MHz Radio System. Adopted Ordinance No. 37185-091905. (6-0) File #5-262-301-472 Execution of an agreement with the Roanoke Redevelopment and Housing Authority in connection with the rehabilitation of 17 properties located on Day Avenue, S. W. Adopted Resolution No. 37186-091 905. (6-0) File #1 78 DIRECTOR OF FINANCE: Financial report for the month of July 2005. Received and filed. File #10 CITY ATTORNEY: Execution of Amendment No. 2 to the Agreement with the YMCA of Roanoke Valley, Inc. Adopted Ordinance No. 37187-091905. (6-0) File #100 7. REPORTS OF COMMI'I-FEES: Request of the Roanoke City School Board for appropriation of funds to various school accounts; and a report of the Director of Finance recommending that Council concur in the request. Kenneth F. Mundy, Executive Director of Fiscal Services, Spokesperson. Adopted Budget Ordinance No. 37188-091905. (6-0) File #60-467 8. UNFINISHED BUSINESS: NONE. 9. INTRODUCTION AND CONSIDERATION OF ORDINANCES AND RESOLUTIONS: NONE. 10. MOTIONS AND MISCELLANEOUS BUSINESS: Inquiries and/or comments by the Mayor and Members of City Council. Council Member Lea expressed concern with regard to domestic violence in the City of Roanoke. The City Manager was requested to report to Council with regard' to the appointment of a task force to study the issue. File #5-132 Council Member Lea inquired as to the availability of City programs to assist senior citizens in connection with home maintenance. The City Manager suggested that citizens call the Department of Housing and Neighborhood Services with regard to specific requests for assistance. File #132-549 Council Member Wishneff inquired about plans to expand and renovate the Courthouse building. The City Manager advised that a request for proposals for a planning and/or architectural firm to conduct programming and conceptual design phase services will be advertised in the near future, with the actual study to commence in early December, and completion approximately four months thereafter. File #132-377 Council approved a $10,000.00 contribution from the City Manager's Contingency account to the American Red Cross Disaster Relief Fund to be used to aid victims of Hurricane Katrina. File #68 The Mayor advised that plans will be announced in the near future with regard to a Sister City relationship with a community that sustained substantial damage as a result of Hurricane Katrina. File #132-327 b. Vacancies on certain authorities, boards, commissions and committees appointed by Council. 1 1. HEARING OF CITIZENS UPON PUBLIC'MA'I-I'ERS: CITY COUNCIL SETS THIS TIME AS A PRIORITY FOR CITIZENS TO BE HEARD. MATI'ERS REQUIRING REFERRAL TO THE CITY MANAGER WILL BE REFERRED IMMEDIATELY FOR RESPONSE, RECOMMENDATION OR REPORT TO COUNCIL. Mr. Jim Fields, 17 Ridge Crest Road, Hardy, Virginia, spoke with regard to the renovation of Victory Stadium and the agreement between the City of Roanoke and Norfolk and Western Railway Company which stipulated that the land would be used for stadium/armory purposes. File #122 Mr. Robert E. Gravely, 727 29th Street, N. W., addressed Council with regard to various community concerns. File #66-~.32 1 2. CITY MANAGER COMMENTS: CERTIFICATION OF CLOSED SESSION. (6-0) S. Deborah Oyler and Stuart H. Revercomb were reappointed as members of the Industrial Development Authority for terms commencing October 21,2005 and ending October 20, 2009. File #15-110-207 Paul P. Anderson was reappointed as a member of the Roanoke Civic Center Commission for a term commencing October 1, 2005 and ending September 30, 2008. File #15-110-192 Reginald P. Church was reappointed as a member of the Local Board of Building Code Appeals for a term commencing October 1, 2005 and ending September 30, 2010. File #15-32-110 THE COUNCIL MEETING WAS DECLARED IN RECESS TO BE RECONVENED AT 7:00 P.M., IN THE CITY COUNCIL CHAMBER, ROOM 450, NOEL C. TAYLOR MUNICIPAL BUILDING. ROANOKE CITY COUNCIL REGULAR SESSION SEPTEMBER 19, 2005 7:00 P.M. CITY COUNCIL CHAMBER AGENDA Call to Order -- Roll Call. (Council Member Dowe was absent.) The Invocation was delivered by Vice-Mayor Beverly T. Fitzpatrick, Jr. The Pledge of Allegiance to the Flag of the United States of America was led by Mayor C. Nelson Harris. Welcome. Mayor Harris. NOTICE: Tonight's Council meeting will be replayed on Channel 3 on Thursday, September 22, 2005, at 7:00 p.m., and Saturday, September 24, 2005, at 4:00 p.m. Council meetings are offered with closed captioning for the hearing impaired. A. PRESENTATIONS AND ACKNOWLEDGEMENTS: ^ Resolution memorializing the late Corinne B. Gott, former Superintendent of the Department of Social Services. Adopted Resolution No. 371 78-091905. (6-0) File #72-80 A Resolution memorializing the late Warren E. Trent, former Coordinator of Emergency Services. Adopted Resoluton No. 371 79-091905. (6-0) File #80-188 The Mayor presented an Honorary Citizen Certificate and a Star paper weight to Dr. Omer Genckaya, Roanoke College 2005 Fulbright Scholar. He advised that Dr. Genckaya is an Associate Professor of Political Science at Bilkent University in Ankara, Turkey. File 80 BID OPENINGS: Bids for the lease of air rights over a portion of Kirk Avenue, S. W., for the location of balconies, for a term of 60 years. A bid submitted by Musselwhite Holdings, EEC., in the amount of a one time rental fee of $2,000.00, commencing October 1,2005 and ending September 30, 2065, was referredto the City Manager for study, report and recommendation to Council. File #373-481 PUBLIC HEARINGS: Proposal of the City of Roanoke to lease air rights over a portion of Kirk Avenue, S. W., for the location of balconies, for a term of 60 years. Adopted Ordinance No. 371 89-091905. (6-0) File #373-481 Citizen comments with regard to appointment of a School Trustee to fill the unexpired term of Gloria P. Manns, resigned, ending June 30, 2006. (Deadline for receipt of applications is Friday, September 16, 2005, at 5:00 p.m.) Applicants are: Kenneth G. Andres (withdrawn) Jason E. Bingham John W. Elliott, Jr. Randy L. Leftwich Mark S. Lucas (withdrawn) Carla L. Terry Elias A. Zani File #467 Request of Carilion Medical Center that a portion of Whitmore Avenue, S. W., west of Jefferson Street, be permanently vacated, discontinued and closed. Robert B. Marietta, Attorney. Adopted Ordinance No. 37190-091905. (6-0) File #514 Approval of the issuance of general obligation bonds in an amount not to exceed $1,200,000.00 for financing capital improvements for Fallon Park Elementary School; and $3,850,000.00 for financing capital improvements for Westside Elementary School. George J. A. Clemo, Attorney. Adopted Resolution Nos. 37191-091905 and 37192- 091905. (6-0) File #53-467 Proposed conveyance of an easement across City-owned property located near the intersection of Bennington Street and Mount Pleasant Boulevard, S. E., to Roanoke Gas Company to serve a new subdivision. Darlene L. Burcham, City Manager. Adopted Ordinance No. 37193-091905. (6-0) File #28-458 Proposed adjustment to the aggregate amount of the City's fiscal year 2005-2006 annual budget, in connection with appropriation of funds for the Capital Maintenance and Equipment Replacement Program (CMERP). Darlene L. Burcham, City Manager. Adopted Budget Ordinance No. 37194-091905. (6-0) File #60-270 D. HEARING OF CITIZENS UPON PUBLIC MA'I-I'ERS: CI'T'Y COUNCIL SETS THIS TIME AS A PRIORITY FOR CITIZENS TO BE HEARD. MA'I-FERS REQUIRING REFERRAL TO THE CITY MANAGER WILL BE REFERRED IMMEDIATELY FOR RESPONSE, RECOMMENDATION OR REPORT TO COUNCIL. The following persons addressed Council with regard to the location of the Social Security Administration Office in the Gainsboro community: Ms. Beth Wellington, P. O. Box 1361, Roanoke, Virginia Ms. Alice Roberts,. 411 Gilmer Avenue, N.. E. Mr. Marshall McMdlan Zapf, 209 Memorial Avenue, S. W. Ms. Brenda Allen, 12 Gilmer Avenue, N. E. Ms. Annie Krochalis, 9428 Patterson Drive, Bent Mountain, Virginia Mr. Thomas Schwendeman, 1098 St. Clair Lane, Vinton, Virginia Ms. Evelyn D. Bethel, 35 Patton Avenue, N. E. Dr. Gearld Roller, 1135 Clearfield Road, S. W. File #391 Mr. Jim Fields, 1 7 Ridge Crest Road, Hardy, Virginia, spoke with regard to the renovation of Victory Stadium and the agreement between the City of Roanoke and the Norfolk and Western Railway Company which stipulated that the land would be used for stadium/armory purposes. File #122 Office of the Mayor CITY OF ROANOKE rotlamalion WHEREAS, doseph L. Salmon is a native of the Roanoke Valley; he is the son of Dorothy and the late Charles Salmon; he has t~o brothers and one sister; he attended Park View Elementary School and Patrick Henry High School; after a career in retail sales, he enrolled in college and decided to become a teacher; he earned an Assaciates Degree at Virginia Western Community College, a Bachelor's Degree from Roanoke College and a Masters Degree from Virginia Polytechnic Institute and State University; he became a National Board Certified Teacher in 2001; and WHEREAS, Mr. Salmon has dedicated his life to forming and enhancing the lives of young people by teaching, mentoring and giving the gift of learning; and WHEREAS, Mr. Salmon followed the example set by his parents to strive for excellence and to use education in order to achieve dreams; he is dedicated to sharing that philosophy as an elementary school teacher of science and technology at the Roanoke Academy of Mathematics and Science(RAMS); and WHEREA~, Mr. Salmon is the sponsor of the annual science fair at RAMS and he has established a partnership between RAMS and the Raanoke Valley Governor's School to create science projects; he is involved with community mentoring and tutoring programs; and WHEREAS, in 2004, Mr. Salmon was selected as Teacher of the Year at Roanoke Academy of Mathematies and Science and Teacher of the Year for Roanoke City Public Schools; in 2005, he was selected by the Commonwealth of Virginia as Region VI Teacher of the Year; as Regional Teacher of the Year, he was honored by the Virginia General Assembly and the Virginia Commonwealth School Board; and WHEREAS, as Regional Teacher of the Year, doe was recently privileged to participate in the International Space Camp at the United States Space and Racket Center in Hunsiville, Alabama. where he was joined by Teachers of the Year from the United States and from nineteen other countries; the highlight of this experience came as the group of national and international teachers watched America's return to space with the launch of the shuttle, "Discovery "; and WHEREAS, Mr. Salmon's purpose in life is to encourage young people to achieve their goals through quality education and to challenge students to become successful and productive citizens. NO~, THEREFORE, I, C Nelson Harris, Mayor of the City of Roanoke, Virginia,. in recognition of his outstanding example and contribution~ to the youth of the community, do hereby proclaim Monday, September 19, 2005, throughout this great All-America City, as JOSEPH I~ SALMON DAY. Given under our hands and the Seal of the City of Roanoke this sixteenth day of ~eptember in the year two thousand and five. Mary F Parker City Clerk C Nelson Harris Mayor CITY OF oclam iou WHEREA~ designation of a specific day for cleaning the Roanoke River will give businesses, citizens', neighborhood, school and civic groups an opportunity to engage in a worthy endeavor that will improve the overall character of the City of Roanoke and the Roanoke River; and WHEREA~ expanded awareness of the Roanoke River's water quality allows for improved educational opportunities .for students and citizens alike; and WHEREAS, improved cleanliness and aesthetic beauty of the Roanoke River creates a positive impact for recreational opportunities and improves the quality of life.for citizens of and visitors' to the City of Roanoke; and WHEREA~ cooperation with other communities and civic organizations increases partnership opportunities ,for further cleaning and management of the Roanoke River and its tributaries. NOW, THEREFORE, 1, (2 Nelson Harris, Mayor of the City of Roanoke, Virginia, encourage all citizens to participate in this worthwhile endeavor, and do hereby proclaim Saturday, October 1, 2005, throughout this great All-America City as FALL WATERWAYS CLEANUP DAY. Given under our hands and the Seal of the City of Roanoke this nineteenth day of September in the year two thousand and five. ATTEST: Mary F. Parker City Clerk C. Nelson Harris Mayor (;-1 ROANOKE CITY COUNCIL August 15, 2005 12:00 p.m. The Council of the City of Roanoke met in regular session on Monday, August 15, 2005, at 12:00 p.m., in the Cafetorium at the Roanoke Academy for Mathematics and Science Elementary School (RAMS), 1616 19'h Street, N. W., City of Roanoke, with Vice-Mayor Beverly T. Fitzpatrick, Jr., and School Board Chair Kathy C. Stockburger presiding, pursuant to Chapter 2, Administration, Article II, City Council, Section 2-15, Rules of Procedure, Rule 1, Regular Meetings, Code of the City of Roanoke (1979), as amended, and pursuant to Resolution No. 37109- 070505 adopted by the Council on Tuesday, July 5, 2005, and Resolution No. 37142-080.185 adopted by the Council on August 1, 2005. PRESENT: Council Members M. Rupert Cutler, Alfred T. Dowe, Jr., Sherman P. Lea, Brenda L. McDaniel, Brian J. Wishneffand Vice-Mayor Beverly T. Fitzpatrick,Jr.- ..................................................................................................... 6. ABSENT: MayorC. Nelson Harris: ................................................................ 1. The Vice-Mayor declared the existence of a quorum. He advised that the purpose of the meeting was to conduct a joint meeting of Council and the Roanoke City. School Board. SCHOOL TRUSTEES PRESENT: David B. Carson, William H. Lindsey, Gloria P. Manns, AIvin L. Nash, CourtneyA. Penn and KathyG. Stockburger, Chair ............. 6. ABSENT: School Trustee David B. Trinkle .................................................... 1. OFFICERS PRESENT: Darlene L. Burcham, City Manager; William M. Hackworth, City Attorney; Jesse A. Hall, Director of Finance; and Mary F.' Parker, City Clerk. OTHERS PRESENT: Representing the City of Roanoke: Rolanda B. Russell, Assistant City Manager for Community Development; and James Grigsby, Acting Assistant City Manager for Operations; and representing Roanoke City Public Schools: Marvin T. Thompsbn, Superintendent; Cindy H. Lee, Clerk to the School Board; Bernie Godek, Associate Superintendent for Management; August Bullock, Associate Superintendent for Instruction; Dr. Sharon Richardson, Executive Director for Student Services; Dr. Vella Wright, Executive Director for Human Resources; Vickie McCormick, Director for Communications; and Timothy R. Spencer, Assistant City Attorney and Legal Counsel to the School Board. Chair Stockburger extended awelcome to the Vice-Mayor and Members of Council and the CityAdministration. She encouraged all persons in attendance to tour the new RAMS facility. On behalf of the Council, Vice-Mayor Fitzpatrick expressed appreciation for the opportunity to meet with the School Board. The Superintendent of Schools introduced August Bullock, Associate Superintendent for Instruction; Vickie McCormick, Director of Communications; and Dr. Vella Wright, Human Resources Director. Mr. Thompson presented the following overview of the "No Child Left Behind" concept assessment: No Child Left Behind Act of 2001 (NCLB) A Federal law enacted "to close the achievement gap with accountability, flexibility, and choice, so that no child is left behind..." Required a sinqle statewide accountability system to ensure that all schools and divisions meet NCLB requirements. Since 1998, the Commonwealth of Virginia used Standards of Learning (or SOLs) to assess student achievement. After NCLB became law in 2002, the SOLS became Virginia's benchmark to measure accountability. NCLB Performance Goals · All students will reach high standards, at a minimum attaining proficiency or better in English and math by 2013-2014. · All limited English proficient students will become proficient in English and reach high academic standards, at a minimum attaining proficiency or better in English and math. · By 2005-2006, all students will be taught by highly qualified teachers. · All students will be educated in learning environments that are safe, drug-free and conducive to learning. · By 2013-2014, all students will graduate from high school. Understanding Adequate Yearly Progress Adequate Yearly Progress (AYP): AYP represents the minimum level of improvement that schools and school divisions must achieve each year, as determined by NCLB. AYP is the "Federal yardstick." 2 Annual Measurable Objective (AMO): · AMOs are the minimum required percentages of students determined to be proficient in each content area. Virqinia's AYP Tarqets Annual Measurable Objectives for Reading and Language Arts 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Starting Int. Int, Point Goal Goal 60.7 61.0 61.0 65.0 69.0 73.0 77.0 81.0 85.0 89,0 93.0 97.0 This table shows Virginia's AMOs for English. For a school or school division to make a AYP during 2004-2005, at least 65% of students overall and in each subgroup must have demonstrated proficiency on their English SOL tests. Annual Measurable Objectives for Mathematics 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Starting Int. Int. Point Goal Goal 58.4 59.0 59.0 63.0 67,0 71,0 75.0 79.0 83.0 87.0 91.0 95.0 This table shows Virginia AMOs for Math. For a school or school division to make AYP during 2004-2005, at least 63% of students overall and in each subgroup must have demonstrated proficiency on their Math SOL tests. Annual Measurable Objectives for Reading and Language Arts 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Starting Int. Int. Int. Point Goal Goal Goal 60.7 61.0 61.0 65.0 69.0 73.0 77.0 81.0 85.0 89.0 93.0 97.0 This table shows Virginia AMOs for Math. For a school or school division to make AYP during 2004-2005, at least 65%of students overall and in each subgroup must have demonstrated proficiency on their Math SOL tests. Annual Measurable Objectives for Mathematics 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Starting Int. Int. Int. Point Goal Goal Goal 58.4 59.0 59.0 63.0 67.0 71.0 75.0 79.0 83.0 87.0 91.0 95.0 This table shows Virginia AMOs for Math. For a school or school division to make AYP during 2004-2005, at least 63% of students overall and in each subgroup must have demonstrated proficiency on their Math SOL tests. AMOs must be met by all students, as well as the following subgroups of students: · Major racial/ethnic groups, which in Roanoke City includes white, black and Hispanic · Economically disadvantaged students 2013 2014 GOAL 100 2013 2014 GOAL 100 2013 2014 GOAL 100 2013 2014 GOAL 100 · Limited English proficient students · Students with disabilities *AMOs are the same for all subgroups, schools and divisions. A school or division "makes" AYP according to: · Participation - 95%of the students in each subgroup must take the SOL tests. · Performance - Measured one of two ways: · The % of students passing English and math SOLs - by school and by subgroup - meets or exceeds the annual AMO targets, or .... · The failure rate of each subgroup that did not meet the AMO targets is reduced by at least 10% in a year and the subgroup makes progress on other AYP indicators. (Termed "Safe Harbor"). · Other AYP Indicators · Elementary and middle schools - Either attendance or science. · High schools - Graduation rates. "If participation overall or in one or more subgroups drops below 95%, a school or school division is not considered to have met AYP, regardless of the percentage of students who pass the SOLs." RCPS AYP Trend Data 2003-2004.1 Did not make AYP 2004-2005 Did not make AYP There are gaps between the sub-groups division-wide Gaps impact AYP performance and state accreditation individual schools and the division fo r School Improvement Options YEAR 1: School Choice YEAR 2: School Choice and Supplemental Services YEAR 3: Corrective Action Options may include: · Replace school staff · Implement new curriculum · Decrease management authority at school level · Extend the school day or year 4 · Appoint outside expert · Reorganize the school internally YEAR 4: Restructu ring Options may include: · Reopen as a charter school · Replace principal and school staff · Contract for private management company · State takeover · Any other major restructuring of school governance YEAR 5: Implementation of Restructuring Requires: Implementation of alternative governance plan RCPS Plan of Action The Virginia Department of Education states that school divisions with high school achievement have: · Aligned curriculum practices · Consistent instructional models · Common pacing and benchmark assessments · The ability to monitor instruction beyond classroom observations · Data knowledge within the school division that is shared at administrator and teacher levels · Specific site-based management practices · Aligned school improvement planning and a uniform method for developing school plans Priorities for the 2005-2006 School Year: · Implement the 8-Step Instructional Cycle to improve achievement for all students · Implement strategic planning · Conduct a curriculum and management audit · Align fiscal planning practices · Develop an aligned school planning process · Develop an aligned site-based management program · Improve career and technical education programs · Develop criteria for "Five Star Schools" · Create an Office of Accountability, Accreditation and Assessment · Create an Office of Curriculum and Staff Development · Institute a Leadership Academy · Establish professional work environments 5 8-Step Instructional Cycle A research-based instructional system that is designed to help schools increase student performance and close the achievement gap. Schools and divisions across the country that use the 8-Step process experience increased student achievement. A quality, effective school .... Believes they can teach alii students · Maintains avision · Sets high expectations · Focuses the entire organization on their purpose · Utilizes an aligned, strategic instructional plan · Follows "PDSA"- Plan, Do, Study, Act · Disaggregate Data · Instructional Timeline · Instructional Focus · Frequent Assessment · Tutorials · Enrichment · Maintenance · Monitor RCPS Plan of Action Vision Statement: Roanoke City Public Schools will become a system of world-class schools where students acquire the knowledge and skills to be successful as they continue their education at the post-secondary level and/or enter the 21" century workforce. Mission Statement: Roanoke City Public Schools will pursue excellence in academic knowledge, skills, and behavior for each student, resulting in measured improvement against local, national, and world-class standards. Five Goals for the 2005-2006 School Year: · Improve achievement for all students · Provide safe and effective teaching environments · Enhance the school system's management and efficiency · Implement programs and procedures to train, promote and retain highly qualified staff 6 · Promote strong home, school, and community relations *Everything we do in the upcoming year will focus on these five goals! This year, we must continually ask ourselves one question .... "Is the action I am about to undertake designed to improve student achievement?" Following questions and comments by Members of Council and the School Board, the presentation of Superintendent Thompson was received and filed. The Chair referred to numerous questions and/or misunderstandings with regard to the ownership of school properties; whereupon, she called upon the Assistant City Attorney for clarification. Mr. Spencer advised that Section 56 of the City Charter states that the City of Roanoke owns all school property in fee simple, and the school system is responsible for maintaining actual structures. The Chair highlighted the following update on current School Board issues: Continued focus on clarifying the role of the School Board and how it can work most effectively with the Superintendent of Schools to reach mutually agreed-upon goals, specifically student achievement. · School Board Planning Retreat scheduled for August 25, 2005 · Continued post-meeting evaluations · Continued workshop meetings (monthly) and committee/task group meetings · Alignment with the district's strategies for achievement Community engagement · Planning will take place for School Board members to hold informal community conversations · Alignment with district communications · RCPS Educational Foundation to intersect with business and other community stakeholders, providing a way to invest in RCPS Board development · Attendance at NSBA, VSBA, CUBE learning events · Shared reading and updated information about achievement and benchmarking school Partnering with Council · Continued monthly meetings including Mayor Harris, City Manager Burcham, Chair, Superintendent, and Mr. Godek Meetings between one-two Council Members with the Board Chair and Superintendent, eventually meeting with all Council Members by late winter Continuing open and productive dialogue over the most important issues facing RCPS and the City of Roanoke · Council-Board retreat · Joint meeting The update was received and filed. The Acting Assistant City Manager for Operations presented the following update on the preparation of Victory Stadium for the 2005 high school football season: Victory Stadium Preparations Council approved a conceptual plan and cost estimates that would allow Victory Stadium to be reopened for the high school football season; and City staff, along with representatives from the school system, have made significant progress. Concrete Wall Openings o Four additional openings have been cut into the walls on both sides of the stadium. Seating Risers and Step Treads o Repairs have been made to the first nine rows on each side to eliminate tripping hazards. Fencing o Fencing has been installed on both sides of the stadium to safely guide ingress and egress. Fencing will enclose the lower nine rows on both sides. Protective Barriers o The schools will provide plastic barrels as protective barriers between the sidelines and the track which will be used by spectators. Entrances Only the southwest entrance will be open for patron entry; this entrance is adjacent to the parking lot, contains a ticket booth, and is closest to the pedestrian bridge that crosses the river; directional signage will be posted around the stadium; and handicap signagewill be relocated closer to the southwest entrance. Parking Lot and Spectator Entrance at Southwest Gate Parking Lot o The parking lot is fully accessible; potholes continue to be repaired; and the lot will be striped to guide parking usage. Playing Field o The turf has been over-seeded, fertilized, aerated, weeded, and top dressed; and Civic Center staff continues to irrigate and maintain the field. Portable Toilets o Portable toilets and wash stations have been ordered and will be supplied based on anticipated attendance. Concessions o William Fleming High School will use the services of an outside vendor (ex. pizza), and the Booster Club will sell soda, chips, etc.; final decisions are pending; and information from Patrick Henry High School is not yet available. Press o Box Design of the press box has been approved and construction is complete, including attached camera platforms; electrical service is due to be installed during the week of August 15 and will include cables patched from the existing press box to permit use of the scoreboard, play clocks, and public address system. National Guard Armory o Home and visiting teams will use the National Guard Armory for dressing, showering and meetings with coaches; buses will park in reserved spaces in front of the Armory on Reserve Avenue; should the Armory not be available due to emergency reasons, teams will use a nearby school to change and shower and meet with coaches on the field. Emergency Services and Police Vehicles o Location for EMS and police will be inside the stadium, next to the National Guard Armory. 9 Equipment o All equipment provided by the City has been checked and is in good working order, including stadium and parking lot lighting; and the school system will furnish the same equipment that has been provided in the past. The briefing was received and filed. School Capital Construction Plans Updat~ The Assistant Superintendent for Management presented the following update on major school projects: Patrick Henry High School · The project is progressing on schedule and under budget · Turnkey operations around November 1,2005 · Moving operations to begin in mid-December 2005 · Students will enter the new building following the winter break · No recorded injuries have been reported on the project site Fallon Park Elementary School · HVAC system replacements · Parking relocation of the two main student entrances · Replacement of the damaged carpet · New fire alarm system and exterior fire doors will be replaced · New ceilings and beam light replacement in the front parking lot · Installation of new carpet in the kindergarten wings · Painting of the exterior of the building Westside Elementary School · HVAC system replacement · Window replacements · Lighting upgrades · New ceilings and tile flooring · Electrical and communications upgrade · Resurfaced and repainted several classrooms, replaced sinks in classrooms and bathroom fixtures, which were not included in the original scope of work · Classroom additions will be complete by mid-October Mr. Godek added that renovations will begin at Raleigh Court and Monterey Elementary Schools in the summer of 2006. The briefing was received and filed. lO Dr. Richardson presented the following progress report on school safety: Superintendent's Goal: Establish and maintain school climates and facilities that are orderly and support effective teaching and learning. Human Resources (TF) · Training in data recording · De-escalation training · Youth Court · Safety Audits - all complete Leadership Policy and Operations (TF) No school is labeled "Persistently Dangerous" in RCPS · Dress code · Uniforms · DARE and SRO Programs · Surveillance cameras o Buses o Schools Student Programs (TF) · Conflict/peer mediation · New Start Program · Adolescent Uplift · Beyond Anger Management · New Beginnings · Boys' and Girls' Club Staffinq (TF) · Two counselors in each middle school · Discipline Coordinator for Transportation · Security Officers - trained and certified Communication (TF) · School Board Safety Advisory Committee · Sub-committee include Crisis Plan Review and Discipline Review Team · On-going dialogue with school-based administrators on building a culture of high expectations for all stakeholders The report was received and filed. The Chair presented the following update on the RCPS Education Foundation. She advised that the Education Foundation met on May 10 and August 9, 2005: Members are: Edwin Feinour, President (3-year term) William White, Vice-President (1 -year term) Carolyn Coles, Secretary/Treasurer (1-year term) Arnold Masinter (1 -year term) Nancy Ruth Patterson (2-year term) Hugh Thornhill (2-year term) George Steadman (2~year term) Duke Curtis (3-year term) Mary Ellen Goodlatte (3-year term) Marvin Thompson (Superintendent of Schools is a standing member) Kathy Stockburger (School Board Chair is a standing member) Actions to Date: · Approval of Articles of Incorporation and By-Laws · Appointment of Directors and terms · Initial organizational meeting conducted, election of President and Secretary/Treasurer) · Overview of the role of a public school foundation · Research into banking and financial issues · Approval of inviting the Executive Director of the Chesterfield County Public Schools Foundation (a successful organization) to meet with the Board for training and consultation Next Steps: · Schedule workshop session with Barbara Wells, Executive Director of the CCPSF (This will be determined at the next Board meeting) · Formulate Vision/Mission statements, strategic goals · Formulate case statement stressing the district, rather than individual schools or programs · Develop an emphasis to keep gifts unrestricted as far as possible Best practices for Foundation development efforts include: Before asking someone foragift, one should be able to answer the following questions: · How much do you want? · What are you going to do with it? · What benefit does the donor receive? · Why are you asking this person for this specific amount of money? 12 These are all components of what is called in school foundation language the "case statement." The case is the expression of the cause, or all the reasons why the school's community should desire to give to that cause. Awell developed case statement will help school foundation/fundraising personnel develop: · Brochure(s) · Grant writing proposals · Appeal letters · News releases · Web site · Speeches to the public · Face to face "asks' The update was received and filed. The Chair announced the resignation of School Trustee Gloria P. Manns, effective at the conclusion of the Council/School Board joint meeting. She advised that Ms. Manns submitted her resignation due to professional and personal reasons, and expressed appreciation for her service to Roanoke's school system. Ms. Manns read her formal letter of resignation and expressed appreciation to the Members of Council for giving her the opportunity to be of service to the City of Roanoke. On behalf of the Mayor and Members of Council, Vice-Mayor Fitzpatrick expressed appreciation to Ms. Manns for her service and advised that her resignation is a great loss to not only the School system, but to the City of Roanoke. Council Member Cutler suggested that City and School staff continue to explore ways to combine services, such as health insurance and purchasing large bulk items, etc. He inquired about projects/programs on which the City and School Administrations have worked jointly. It was noted that actions have been taken to merge financial services and applications of the City and the School system, and as the School system moves toward performance base standards and sets additional accountability measures, opportunities will be sought to work in conjunction with City staff. Vice-Mayor Fitzpatrick pointed out that the two gubernatorial candidates have discussed changing the structure of taxes in local government, which could affect the City of Roanoke's ability to adequately fund the School system since a majority of funds derived from the real estate tax is used to fund the School system. He concurred in the remarks of Council Member Cutler with regard to .joint cooperation by City and School administrations to consolidating various City/School functions in order to save taxpayers' money. At 1:35 p.m., the Vice-Mayor declared the meeting in recess to be reconvened at 2:00 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, Room 450, 215 Church Avenue, S. W. At 2:00 p.m., on Monday, August 15, 2005, the Council meeting reconvened in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., City of Roanoke, Virginia, with Vice-Mayor Beverly T. Fitzpatrick, Jr., presiding. PRESENT: Council Members Alfred T. Dowe, Jr., Sherman P. Lea, Brenda L. McDaniel, Brian J. Wishneff, M. Rupert Cutler and Vice-Mayor Beverly T. Fitzpatrick, Jr.- ..................................................................................................... 6. ABSENT: MayorC. Nelson Harris ................................................................ 1. The Vice-Mayor declared the existence of a quorum. OFFICERS PRESENT: Darlene L. Burcham, City Manager; William M. Hackworth, City Attorney; Jesse A. Hall, Director of Finance; and Mary F. Parker, City Clerk. The invocation was delivered by Council Member Sherman P. Lea. The Pledge of Allegiance to the Flag of the United States of Americawas led by Vice-Mayor Fitzpatrick. PRESENTATIONS AND ACKNOWLEDGEMENTS: PROCLAMATIONS: The Vice-Mayor presented a proclamation to Brian V. Wilson, Board Member, and Pat Green, Committee Chair, Roanoke Valley Hokie Club, declaring Friday, August 26, 2005, as Hokie Pride Day. CONSENT AGENDA The Vice-Mayor advised that all matters listed under the Consent Agenda were considered to be routine by the Members of Council and would be enacted by one motion in the form, or forms, listed on the Consent Agenda, and if discussion was desired, that item would be removed from the Consent Agenda and considered separately. He called specific attention to five requests for Closed Session. MINUTES: Minutes of the regular meeting of Council held on Monday, June 20, 2005, and Tuesday, July 5, 2005, were before the body. Council Member Dowe moved that the reading of the minutes be dispensed with and that the minutes be approved as recorded. The motion was seconded by Council Member Lea and adopted by the following vote: ]4 AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) COMMIq-rEES-CITY COUNCIL: A communication from Vice-Mayor Beverly T. Fitzpatrick, Jr., requesting that Council convene in 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, was before the body. Council Member Dowe moved that Council convene in Closed Session as above described. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) PURCHASE/SALE OF PROPERTY-CITY COUNCIL: A communication from the City Manager requesting that Council convene in Closed Meeting to discuss disposition of publicly-owned property, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the City, pursuant to Section 2.2-3711 (A)(3), Code of Virginia (1950), as amended, was before the body. Council Member Dowe moved that Council concur in the request of the City Manager to convene in Closed Meeting as above described. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) PURCHASE/SALE OF PROPERTY-CITY COUNCIL: A communication from the City Manager requesting that Council convene in Closed Meeting to discuss acquisition of real property for public purpose, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the City, pursuant to Section 2.2-3711 (A)(3), Code of Virginia (1950), as amended, was before the body. Council Member Dowe moved that Council concur in the request of the City Manager to convene in Closed Meeting as above described. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) CITY COUNCIL: A communication from the City Manager requesting that Council convene in Closed Meeting to discuss the award of a public contract involving expenditure of public funds and discussion oftheterms or scope of such contract, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the City, pursuant to Section 2.2-3711 (A)(3), Code of Virginia (1950), as amended, was before the body. Council Member Dowe moved that Council concur in the request of the City Manager to convene in Closed Meeting as above described. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) COMMI-I-FEES-ROANOKE ARTS COMMISSION: A communication from the City Clerk advising of the resignation of Mark C. McConnel as a member of the Roanoke Arts Commission, was before Council. Council Member Dowe moved that the resignation be accepted and that the communication be received and filed. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) ANNUAL REPORTS-PENSIONS: An Annual Report of the Board of Trustees, City of Roanoke Pension Plan, for the period July 1,2004 through June 30, 2005, was before Council. ]6 Council Member Dowe moved that the Annual Report be received and filed. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) PARKS AND RECREATION-COMMITTEES-PERSONNEL DEPARTMENT-YOUTH- LIBRARIES-ROANOKE NEIGHBORHOOD PARTNERSHIP-TOWING ADVISORY BOARD: The following report of qualification was before Council: Anne E. Caldwell to fill the unexpired term of Samuel G. Oakey, III, ending June 30, 2006, and Susan Koch for a term ending June 30, 2008, as members of the Roanoke Public Library Board; Martha P. Franklin as a member of the Personnel and Employment Practices Commission, for a term ending June 30, 2008; Steven Higgs as a member of the Mill Mountain Advisory Committee, for a term ending June 30, 2008; Robin Murphy-Kelso as a member of the Roanoke Neighborhood Advocates, for a term ending June 30, 2008; Thomas W. Ruff as a member of the Towing Advisory Board, for a term ending June 30, 2006; and Abbi Fitzpatrick and James H. Smith as members of the Youth Services Citizen Board, for terms ending May 31,2008. Council Member Dowe moved that the report of qualification be received and filed. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) PURCHASE/SALE OF PROPERTY-CITY COUNCIL: A communication from the City Manager requesting that Council convene in Closed Meeting to discuss disposition of publicly-owned property, where discussion in open meeting would l? adversely affect the bargaining position or negotiating strategy of the City, pursuant to Section 2.2-3711 (A)(3), Code of Virginia (1950), as amended, was before the body. Council Member Dowe moved that Council concur in the request of the City Manager to convene in Closed Meeting as above described. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) REGULAR AGENDA PUBLIC HEARINGS: NONE. PETITIONS AND COMMUNICATIONS: NONE. REPORTS OF OFFICERS: CITY MANAGER: BRIEFINGS: HOUSING/AUTHORITY-NEWSPAPERS: Nancy Canova, Chair, presented the 2004-2005 Annual Report of the Fair Housing Board. Ms. Canova advised that: "Fair Housing and Fair Lending Laws are in place to provide the protected classes with equal access to rental property, home ownership, mortgage loans and insurance policies. The Fair Housing Board is dedicated to safeguarding the options and choices of these protected classes who live in, or want to live in the City of Roanoke. City Council has charged the Fair Housing Board with the responsibility of educating the general public and the housing industry about Fair Housing Laws. To accomplish this effectively, the Board required a more detailed picture of equal housing opportunity in the City. Since the City had no record of receipt of housing complaints, the Board proposed to collect complaints through community agencies and groups whose natural constituencies were among the protected classes. The Board provided training in Fair Housing laws to 19 community agencies and groups who agreed to report to the Board any incidents of housing discrimination that affected their clientele. From July 1, 2004 to June 30, 2005, 36 incidents of alleged housing discrimination were reported. The protected classes affected were race (16), handicap (16), familial status (3), and religion (1). Most of the incidents reported affected either race or handicap. Those incidents of race discrimination involved African-Americans in rental situations mostly in the northwest section of the City. Two of the incidents were in southeast Roanoke. Three incidents involving African-Americans in the southwest section of the City were referred by HUD to the U. S. Department of Justice. At least two of the race discrimination cases involved whites who wished to purchase a home in the City, but were being steered to the County. Racial steering restricts choices and is against HUD regulations. The Fair Housing Board has monitored housing industry advertisements for display of the Fair Housing or Fair Lending Iogos. While display of the logo does not guarantee non-discrimination, their conspicuous presence in housing advertisements will certainly suggest the advertiser's recognition of the Federal and of the Virginia Fair Housing laws, and one's desire to be in compliance with same. There is inconsistency within the housing industry on the use oflogos in advertising and signs. The Fair Housing Board commends the Roanoke Valley Apartment Association for actively supporting fair housing through its advertising policy. In the publications associated with the RVAA, Guide to Apartment and Retirement Communities and The Apartment Finder, all real estate advertisements display the Fair Housing logo. On the other hand, Homes Plus, published by The Roanoke Times, in cooperation with the Roanoke Valley Association of Realtors, is more laissez faire in its approach to advertising. The RVAR's leadership has declined to require or encourage realtors to include the Fair Housing logo in all ads, regardless of the Publisher's notice, although they asked that an article be included in the next available newsletter reminding members of the proper usage of Fair Housing Iogos in all advertisements. The Roanoke Times, the only daily newspaper in the Roanoke Valley, continues to accept advertisements from the housing industry that do not display the Equal Housing Opportunity or Equal Lending Opportunity Iogos. This year, the Fair Housing Board became a visible part of the City's web site in an effort to raise awareness of Fair Housing Law. Located under Neighborhood Services, Fair Housing Board information is easy to access. The site includes the Board's activities, publications, complaint form and connections to the State Fair Housing Office web site. 19 First printed in April 2004, the Fair Housing Board distributed 2000 copies of its booklet, Fair Housinq: What You Need to Know, through libraries, community agencies and groups, workshops, and housing and neighborhood events. A revised edition was published in April 2005 to include Housing Provider Certification requirements for those in the business of selling or renting dwellings, except those individuals who hold avalid license issued by the Virginia Real Estate Board. The Fair Housing Board especially wanted to provide information to lobby landlords or lobby real estate investors, who receive their livelihood from other sources and who, because they do not identify with the industry or belong to the trade associations, may not be aware of the Fair Housing law. In celebration of Fair Housing Month in April, the Fair Housing Board sponsored a Housing Fair at Valley View Mall to provide information to the general public. There were 18 participants from the housing industry, including realtors, lenders, insurance agents, non-profit developers, and community agencies and groups which provided many diverse networking opportunities. The Fair Housing Board's booth displayed two HUD video spots on discrimination. Realtor trainers in attendance have asked for a copy of the videos for use in their training sessions. The Fair Housing Board sponsored three workshops this year. Susan Scovill with Housing Opportunities Made Equal, Inc. (HOME), of Richmond presented the workshop on "Predatory Lending" which addressed the impact of these practices upon the community. The Board is grateful to Wachovia Bank for its support of the workshop. Susan Scovill of HOME, Inc., also presented a workshop on Fair Housing law to community agencies and groups. A follow-up workshop to an expanded number of community agencies was presented with the support of TAP. The Fair Housing Board was pleased to support Total Action Against Poverty's application for a HUD grant to work with the Fair Housing Board to reach out into the community. Their application cited special interest in providing Spanish-speaking capability to the Board. Being able to reach a broader audience will help the Board begin to meet the needs of Roanoke's multicultural population. Although the Fair Housing Board sees that housing discrimination exists in the City of Roanoke, it is hopeful about being able to address the issues through education and the relationships that it is developing with housing and community agencies." 2O Question was raised with regard to a statement that The Roanoke Times continues to accept advertisements from the housing industry that do not display Equal Housing Opportunity or Equal Lending Opportunity Iogos; whereupon, the Vice-Mayor suggested that the Fair Housing Board meet with the President and Publisher of The Roanoke Times to determine the policy of the newspaper, with a follow up report to the Council. Council Member Dowe requested that Council be informed of responses by local radio/television stations with regard to broadcasting/televising Fair Housing Public Service Announcements. The City Manager/City Attorney were requested to provide Council with a status report on Fair Housing cases that are currently pending in the Federal court system. ITEMS RECOMMENDED FOR ACTION: BUDGET-CIRCUIT COURT-GRANTS: The City Manager submitted a communication concurring in the following request of the Clerk of the Circuit Court, The Clerk of Circuit Court advised that the Clerk is responsible, by statute, for the recordation of legal instruments which include: Land Records, Marriage Licenses, Financing Statements, Assumed Names, Wills, and other Probate Records, and Law, Chancery and Criminal Orders; and such records must be maintained and available to the public. She further advised that the Circuit Court Clerk's Office plans to implement a project involving the scanning of certain older legal records maintained by the Clerk of Circuit Court and incorporation of the records into the existing optical imaging scanning and retrieval system will be done by a temporary employee. She explained that presently, documents are tri-folded and stored in metal file cabinets in the Clerk's vault; due to the nature of the documents and their relevance to title searches, they are physically handled and inspected daily; and excessive and continued manual inspections have led to damage of the originals, misfiling, unavailability and loss of information, thereby necessitating a safer, easier and more efficient approach to availability and storage of records. It was noted that completion of the project will take a minimum of six months at a cost of $17,224.00; funding is available from the Commonwealth of Virginia Compensation Board Technology Fund; in using a temporary employee, the Compensation Board requires the local jurisdiction to manage funding and the Department of Management and Budget will manage funding in the amount of $17,224.00; and approval of the project is imperative to enable the Circuit Court Clerk's Office to provide both immediate public access for inspection of documents and to maintain the physical integrity and security of original documents as mandated. 2! The Clerk of Circuit Court recommended that Council adopt an ordinance establishing a revenue estimate, in the amount of $17,224.00, in the Grant Fund; and appropriate funds in the same amount to expenditure accounts to be established by the Director of Finance in Grant Funds, as follows: Temporary Wages FICA 035-410-9620-1004 $16,000.00 035-410-9620-1120 $ 1,224.00 Council Member Dowe offered the following budget ordinance: (#37144-081505) AN ORDINANCE to appropriate funding for the Scanning Project for the Clerk of the Circuit Court, amending and reordaining certain sections of the 2005-2006 Grant Fund Appropriations, and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 524.) Council Member Dowe moved the adoption of Ordinance No. 37144- 081505. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) BUDGET-COMMONWEALTH'S ATTORNEY-GRANTS: The City Manager submitted a communication concurring in the following request of the Commonwealth's Attorney. The Commonwealth's Attorney advised that Federal funding was made available to the Commonwealth of Virginia to be used for development of several Multi-Jurisdictional Special Drug Prosecutors statewide; positions were developed to coordinate prosecutorial efforts among independent jurisdictions, to reduce fractional and duplicate prosecutions, to enhance the recovery of criminal assets, to utilize Federal, State and local resources to assure maximum prosecutorial effectiveness and to provide specialized prosecutorial resources to the regional drug enforcement effort; on October 9, 1987, the Commonwealth's Attorneys of the Counties of Craig, Franklin and Roanoke, and the Cities of Roanoke and Salem applied to the Commonwealth's Attorneys' Services Council, the State agency responsible for administration of grant money, to fund a Multi-Jurisdictional Special Drug Prosecutor; Council accepted the Multi-Jurisdictional Special Drug Prosecutor Grant in April, 1988, and a full-time Special Drug Prosecutor was hired in July, 1988; and annual re-application for funds is required. 22 It was further advised that on April 15, 1994, funding for the Drug Prosecutor's Office was transferred from the Commonwealth's Attorneys' Services Council to the Compensation Board; the Compensation Board approved funding for the Drug Prosecutor in the amount of $91,494.00 on June 22, 2005, with funding to continue through June 30, 2006; local match is $27,900.00, for a total of $119,394.00; and funding for the local share is available in the General Fund - Transfer to Grant Fund, Account No. 001-250-9310-9535. The Commonwealth's Attorney recommended that Council accept funds from the Compensation Board, in the amount of $91,494.00, with the City providing local match funding in the amount of $27,900.00; that the City Manager be authorized to execute the requisite documents to obtain funding from the Compensation Board, with all documents to be subject to approval as to form by the City Attorney; that Council appropriate $91,494.00 in State grant funds and establish a corresponding revenue estimate in accounts to be established by the Director of Finance in the Grant Fund; and transfer $27,900.00 from the General Fund Transfer to the Grant Fund, Account No. 001-250-9310~9535, to the Grant Fund account above referenced and appropriate funds as follows: Program Accounts 1002 Regular Employee Salaries $ 78,251.00 1105 ICMA- Retirement $ 10,031.00 1115 ICMA-Match $ 1,300.00 1120 FICA $ 6,086.00 1125 Medical Insurance $ 7,080.00 1126 Dental Insurance $ 469.00 1130 Life Insurance $ 0.00 1131 Disability Insurance $ 20.00 2020 Telephone $ 2,000.00 2030 Administrative Supplies $ 3,257.00 2042 Dues & Membership $ 400.00 2160 Postage $ 500.00 2044 Training & Development $ 1,000.00 3075 Other Rental $ 9,000.00 TOTAL $ 119,394.00 Council Member Dowe offered the following budget ordinance: (#37145-081505) AN ORDINANCE to appropriate funding for the Regional Drug Prosecutor Grant, amending and reordaining certain sections of the 2005- 2006 Grant Fund Appropriations, and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 524.) Council Member Dowe moved the adoption of Ordinance No. 37145- 081505. The motion was seconded by Council MemberMcDaniel. Council Member Lea inquired if the prosecution of drug cases in the City of Roanoke has increased since acceptance of the initial grant in April 1998. The City Manager advised that the item was placed on the agenda at the request of the Commonwealth's Attorney and she would refer Mr. Lea's question to the Commonwealth's Attorney for response. There being no further questions/discussion by Council Members, Ordinance No. 37145-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) Council Member Dowe offered the following resolution: (#37146-081505) A RESOLUTION authorizing the acceptance of funding for the regional drug prosecutor's office from the Compensation Board of the Commonwealth of Virginia and authorizing the acceptance, execution and filing of appropriate documents to obtain such funds. (For full text of resolution, see Resolution Book No. 69, Page 526.) Council Member Dowe moved the adoption of Resolution No. 37146- 081505. The motion was seconded by Council Member McDaniel and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) BUDGET-EMERGENCY SERVICES-GRANTS: The City Manager submitted a communication advising that the Virginia Department of Emergency Management has announced allocation of the 2005 U. S. Department of Homeland Security (DHS), State Homeland Security Program Grant which is designed to provide equipment, training, planning and exercises for first responders to develop better preparedness to prevent, respond and recover from potential acts of terrorism. 24 It was further advised that the City of Roanoke has been allocated atotal of $97,667.00 under the grant based upon a formula that provided $15,000.00 plus $0.87 per capita; and funds will be made available upon review of the budget detail listing and approval by the Virginia Department of Emergency Management. It was explained that the funds, which require no local match, must be used according to requirements specified by the Department of Homeland Security; the 2004 grant allows the expenditure of grant funds in four areas of need: equipment acquisition, training, planning, and exercise; and equipment purchases must conform to the Office of Domestic Preparedness Authorized Equipment List. The City Manager recommended that she be authorized to execute the necessary documentation to accept the grant and to furnish such additional information and to take such additional action as may be required to implement and administer grant funds and agreements, such documents to be subject to approval as to form by the City Attorney; that Council appropriate funds in the amount of $97,667.00 to an account in the Grant Fund to be established by the Director of Finance; and authorize the Director of Finance to establish a revenue estimate in the same amount in the Grant Fund. Council Member Cutler offered the following budget ordinance: (#37147-081505) AN ORDINANCE to establish the State Homeland Security Grant, amending and reordaining certain sections of the 2005-2006 Grant Fund Appropriations, and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 527.) Council Member Cutler moved the adoption of Ordinance No. 37147- 081505. The motion was seconded by Council Member Dowe. Council Member Cutler inquired if Homeland Security Grants are available to the Western Virginia Water Authority, or would the City of Roanoke and Roanoke County consider sharing first responder grants with the Water Authority, or invite personnel of the Water Authority to participate in training which is funded by Homeland Security Grants. The City Manager advised that Homeland Security Grant monies are specifically directed toward public safety agencies or organizations, therefore, funds would be required to come directly to the City of Roanoke forapublic safety activity; training for personnel of the Western Virginia Water Authority could be incorporated with training activities; and immediately after the events of September 11,2001, the City received specific direction from the State to protect water supplies, therefore, additional security measures were invoked at both Roanoke City and Roanoke County water reservoirs. Insofar as the WVWA participating in the receipt of Homeland Security Grant funds, she stated that such would have to be worked out through appropriations to be received by the City and the County which could be addressed at the next meeting of the Water Authority. There being no further questions/comments by Council Members, Ordinance No. 37147-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) Council Member Cutler offered the following resolution: (#37148-081505) A RESOLUTION authorizing the acceptance of the 2005 U. S. Department of Homeland Security Grant from the Virginia Department of Emergency Management to obtain Federal funds under the State Homeland Security Grant Program administered by the Office of Domestic Preparedness and authorizing the execution of any required documentation on behalf of the City. (For full text of resolution, see Resolution Book No. 69, Page 527.) Council Member Cutler moved the adoption of Resolution No. 37148- 081505. The motion was seconded by Council Member McDaniel and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) BUDGET-FIRE DEPARTMENT-GRANTS: The City Manager submitted a communication advising that on August 11,2000, the Virginia Fire Services Board (VFSB) adopted a policy of providing grants known as "Mini-Grants", from interest earned by the Fire Programs Fund; the VFSB Committee on Fire Prevention and Control was charged with the responsibility of administering such programs in cooperation with the Virginia Department of Fire Programs (VDFP); a provision was adopted to restrict grant activities -projects and programs which positively impact and/or further fire service training within the Commonwealth of Virginia; maximum award for any mini-grant is $10,000.00; and in fiscal year 2001, the mini-grant's first award cycle, the Virginia Fire Services Board awarded 27 awards, totaling over $100,000.00. 26 It was further advised that the Virginia Department of Fire Programs recently announced that the City of Roanoke Fire-EMS Department was awarded a $5,772.00 Department of Fire Prevention (DFP) "Mini-Grant" which requires no local match; the award of funds will be used for support of computer services at the Roanoke Valley Regional Training Center, which will enable the Training Center to have wireless internet access across the entire training complex; and such access will provide more effective and enhanced instruction and training. The City Manager recommended that she be authorized to accept the grant award of $5,772.00 and to execute the required grant agreement and any other related documents, subject to approval as to form by the City Attorney, and that Council establish appropriate revenue and expenditure estimates in the Grant Fund in accounts to be established by the Director of Finance. Council Member Dowe offered the following budget ordinance: (#37149-081505) AN ORDINANCE appropriating funds for the DFP Computer Service Grant, amending and reordaining certain sections of the 2005- 2006 Grant Fund Appropriations, and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 528.) Council Member Dowe moved the adoption of Ordinance No. 37149- 081505. The motion was seconded by Council Member McDaniel and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) Council Member Dowe offered the following resolution: (#37150-081505) A RESOLUTION authorizing the acceptance of a DFP Computer Services Grant from the Virginia Department of Fire Proqrams, and authorizing execution of any required documentation on behalf of thee City. (For full text of resolution, see Resolution Book No. 69, Page 529.) Council Member Dowe moved the adoption of Resolution No. 37150- 081505. The motion was seconded by Council Member McDaniel and adopted by the following vote: 27 AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) CITY CODE-SEWERS AND STORM DRAINS-WATER RESOURCES: The City Manager submitted a communication advising that the City of Roanoke operates under aVPDES permit for the City's municipal separate storm sewer system (MS4); the City's permit requires numerous actions and activities that ar-e set forth in the registration statement submitted to the Virginia Department of Environmental Quality (DEQ) in 2003; one of the City's VPDES permit requirements is development and adoption of a stormwater illicit discharge ordinance; and the goal of the ordinance is to regulate stormwater discharges to the City's storm sewer system and to prohibit the illicit connection and discharge of non- stormwater to the City's storm sewer system. It was further advised that as mandated by the VPDES program, the City is required to control the contribution of pollutants to the storm sewer system, to prohibit illicit discharges and connections to the storm sewer system, and to provide for inspection, monitoring and enforcement of prohibitions of illicit discharges and connections to the City's storm sewer system; and elimination of illicit discharges and pollutants in the storm sewer system will have a positive impact on the water quality of waterways. The City Manager explained that in order to maintain compliance with the City's VPDES Stormwater Permit, adoption ofa stormwater discharge requirements ordinance is required which will involve amendment of the Code of the City of Roanoke (1979), as amended, in order to adopt stormwater discharge requirements. The City Manager recommended that Council amend the Code of the City of Roanoke (1979), as amended, by the addition of a new Chapter 11.3, Stormwater Discharge Requirements, effective on and after September 1,2005. Council Member Cutler offered the following ordinance: (#37151-081505) AN ORDINANCE amending and reordaining the Code of the City of Roanoke (1979), as amended, by adding a new Chapter 11.3, Stormwater Discharqe Requirements, providing requirements for the discharge of stormwater to the City of Roanoke's storm sewer system, prohibiting the discharge of non-stormwater to the City's storm sewer system, with certain exceptions, prohibiting the connection of any sanitary sewer line to the City's storm sewer system, and providing penalties for violation of this chapter; providing for an effective date; and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 530.) 28 Council Member Cutler moved the adoption of Ordinance No. 37151- 081505. The motion was seconded by Council Member Dowe. Council Member Cutler advised that the proposed ordinance, which is required by the Federal Water Act through the Environmental Protection Agency (EPA) and the State Department of Environmental Quality, requires that citizens refrain from connecting roof downspouts and basement sump pumps to the sewer system; roof drains and basement sump pump drains should be connected to the storm drainage system instead of the sewer system, and the City of Roanoke and Roanoke County, in cooperation with the Western Virginia Water Authority, will work with citizens throughout the Roanoke Valley to disconnect illegal roof and basement drain connections. There being no further questions/comments by Council Members, Ordinance No. 37151-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) CITY ATTORNEY: STREETS AND ALLEYS: The City Attorney submitted a written report advising that the City of Roanoke Redevelopment and Housing Authority (RRHA) is in the process of taking over from the Northwest Neighborhood Environmental Organization ("NNEO") the development of the Fifth Street Gateway project in the 500 block of Loudon Avenue, N. W; on February 3, 2003, at the request of NNEO, Council adopted Ordinance No. 36226-020303, closing two alleys in the area of the project; in accordance with the City's usual practice, the ordinance required that within one year from the date of adoption, NNEOwould prepare and record a subdivision plat combining the closed alleys with the adjoining lots; and because the subdivision plat was never prepared and recorded, the ordinance by its terms becomes void. It was further advised that in order to allow the Housing Authority to close the alleys, the RRHA has requested that Council amend and reordain Ordinance No. 36226~020303, thereby allowing the RRHA additional time to prepare and record an appropriate subdivision plat. The City Attorney recommended that Council adopt a measure amending and reordaining Ordinance No. 36226-020303, to allowa plat of subdivision to be prepared and recorded within 36 months after February 3, 2003, which is the date of adoption of the original ordinance. 29 Council Member Dowe offered the following ordinance: (#37152-081505) AN ORDINANCE amending and reordaining Ordinance No. 36226-020303; and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 539.) Council Member Dowe moved the adoption of Ordinance No. 37152- 081505. The motion was seconded by Council Member McDaniel. Council Member Lea inquired about the status of the Northwest Neighborhood Environmental Organization (NNEO). The City Manager responded that the status of the NNEO continues to be in a state of transition; the ordinance referenced in the City Attorney's report relats to the closing of a street that was needed to plat a subdivision for development of what was known as the Fifth Street Gateway Project; a number of problems occurred that caused the NNEO to withdraw a request for tax credits; the NNEO later asked the Roanoke Redevelopment and Housing Authority to assure its role in the development of the area; and the RRHA was successful in securing tax credits, effective July 1,2005, and is now in the process of refining and developing a proposal for the land which generated the request before the Council for an extension of time in order to prepare the necessary documents. She stated that the project that will be developed by the Housing Authority is, in large measure, similar to the project that was originally conceived for the area by the NNEO, with certain minor changes and the street closure is still necessary. Council Member Wishneff referred to complaints regarding maintenance at McCray Court; whereupon, the City Manager advised that the NNEO continues to manage McCray Court and she would confer with the City's Code Enforcement Division to determine if any complaints have been filed. Council Member Wishneff suggested that the assistance of the RRHA be solicited to provide management assistance, etc.; whereupon, the City Manager advised that she would bring the suggestion to the attention of the Executive Director of the RRHA, and specific complaints with regard to individual housing and/or maintenance of housing units would fall under the City's Code Enforcement Division for investigation. Council Member Lea requested a clarification on the entity responsible for maintenance of McCray Court. There being no further questions/comments by Council Members, Ordinance No. 37152-081505 was adopted by the following vote: 3O AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) DIRECTOR OF FINANCE: CITY CODE-CITY TREASURER-TAXES: The Director of Finance submitted a written report advising that since 1978, Section 2-238 of the Code of the City of Roanoke (1979), as amended, has provided authority for the Director of Finance to accept interest or penalty payments at a rate less than prescribed and to waive interest and penalty in certain circumstances, such as for delinquent taxes, fees, assessments, and weed, trash, demolition and boarding up liens; on occasion, such authority is beneficial to the City in order to achieve collection results; authorization is used infrequently, and when it is used, the reason for waiving penalty and interest is documented for internal control and audit purposes; and occasionally the City Treasurer encounters circumstances whereby, in order to treat customers equitably, interest and penalty may need to be waived, however, the City Code does not currently provide this authority. It was further advised that the Director of Finance and the City Treasurer concur that authorization to reduce or waive interest and penalty should be extended to the City Treasurer; and it is anticipated that such authorization will be used infrequently and will be well documented. The Director of Finance recommended that Council approve an amendment to the City Code providing authorization for the City Treasurer to reduce or to waive interest and penalty payments. Council Member Cutler offered the following ordinance: (#37153-081505) AN ORDINANCE amending Article IX, City Treasurer, of Chapter 2, Administration, of the Code of the City of Roanoke (1979), as amended, by the addition of a new §2-206, Authority to reduce or waive interest and penalty payments, in order to grant to the Treasurer of the City of Roanoke the power to waive certain penalties and interest when, in the Treasurer's discretion it is just and proper; and dispensing with the second reading by title paragraph of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 541.) Council Member Cutler moved the adoption of Ordinance No. 37153- 081505. The motion was seconded by Council Member Lea and adopted by the following vote: 3! AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) REPORTS OF COMMI~-fEES: BONDS/BOND ISSUES-SCHOOLS: A report of the Roanoke City School Board advising of the adoption of resolutions to participate in the 2005 Interest Rate Subsidy Program Bond Sale - VPSA School Financing Bonds, Series 2005D, was before Council. It was further advised that proceeds of the bond issue will be used in lieu of Literary Fund loans approved by the State for Fallon Park Elementary School and Westside Elementary School projects; and the School Board will pay the debt service on the VPSA Interest Rate Subsidy Bond Issue. The School Board requested that Council adopt resolutions indicating that the City of Roanoke wishes to participate in the VPSA bond issue for Fallon Park and Westside Elementary Schools, and that a public hearing will be held on Monday, September 19, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard in the City Council Chamber. Council Member Dowe offered the following resolution: (#37154-081505) A RESOLUTION authorizing and directing the City Manager to file an application with the Virginia Public School Authority seeking bond financing in an amount estimated not to exceed $1,200,000.00 to finance certain capital improvements to Fallon Park Elementary School, previously approved pursuant to Resolutions No. 36547-111703 and No. 36548-111703, adopted by the Council at its November 17, 2003, meeting. (For full text of resolution, see Resolution Book No. 69, Page 542.) Council Member Dowe moved the adoption of Resolution No. 37154- 081505. The motion was seconded by Council Member Cutler and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) 32 Council Member Dowe offered the following resolution: (#37155-081505) A RESOLUTION authorizing and directing the City Manager to file an application with the Virginia Public School Authority seeking bond financing in an amount estimated not to exceed $3,850,000.00 to finance certain capital improvements to Westside Elementary School, previously approved pursuant to Resolutions No. 36922-122004 and No. 36923-122004, adopted by the Council at its December 20, 2004, meeting. (For full text of resolution, see Resolution Book'No. 69, Page 543.) Council Member Dowe moved the adoption of Resolution No. 37155- 081505. The motion was seconded by Council Member Cutler and adopted bythe following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) BUDGET-SCHOOLS: A report of the Roanoke City School Board requesting appropriation of the following funds: $2,143.00 for the Title I Winter Program to provide remedial reading, language arts, and mathematics instruction for students in targeted schools, said program to be 100 per cent reimbursed by Federal funds. $15,000.00 for the Regional Education Specialist Program to provide ancillary and support services for the Adult Literacy and Basic Education Program in the planning district, said program to be 100 per cent reimbursed by State funds. $9,000.00 for the Thurman Foundation Homeless Child Mentoring Project to provide mentoring services to 43 children in grades 6- 12, targeting the adolescent stage of life; and a donation for the program in its entirety has been received. A report of the Director of Finance recommending that Council concur in the request of the School Board was also before the body. Council Member Cutler offered the following budget ordinance: (#37156-081505) AN ORDINANCE to appropriate funding for the 2004-05 Title I Winter Program, Regional Adult Education Specialist 2005-06, and Thurman Foundation Homeless Child Mentoring Project, amending and reordaining certain sections of the 2005-2006 School Fund Appropriations, and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 545.) Council Member Cutler moved the adoption of Ordinance No. 37156- 081505. The motion was seconded by Council Member Dowe and adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) UNFINISHED BUSINESS: NONE. INTRODUCTION AND CONSIDERATION OF ORDINANCES AND RESOLUTIONS: NONE. MOTIONS AND MISCELLANEOUS BUSINESS: INQUIRIES AND/OR COMMENTS BY THE MAYOR AND MEMBERS OF COUNCIL: ACTS OF ACKNOWLEDGEMENT-COMMI~I'EES-SCHOOLS: Council Member Dowe commented on the level of excitement and encouragement that prevailed at ajoint meeting ofCouncil and the SchooI Board at 12:00noon. He commended the new Superintendent of Schools, Marvin Thompson, who has assumed his responsibilities with a renewed vigor and a refined focus as he relates to the School administration. Council Member Dowe called attention to the resignation of Dr. Gloria P. Manns as aTrustee of the Roanoke City School Board, effective at the close of the August 15, 2005, joint meeting of Council and the School Board, and expressed appreciation to Dr. Manns for her years of service to the City of Roanoke and the School System. CITY EMPLOYEES: Council Member Cutler advised that the City of Roanoke's multicultural initiative is making progress and commended City employees who volunteered to serve in language resource capacities in order to meet the needs of the City's growing multicultural population. 34 CITY COUNCIL-SCHOOLS: Council Member Wishneff concurred in the remarks of Council Member Dowe with regard to the tone of the joint meeting of Council and the School Board which was held earlier in the day and commended the zeal and focus of the new Superintendent of Schools with regard to school achievement. He encouraged those parents who have taken their children out of Roanoke City Public Schools to reconsider Roanoke's school system. HEARING OF CITIZENS UPON PUBLIC MATTERS: The Vice-Mayor advised that Council sets this time as a priority for citizens to be heard and matters requiring referral to the City Manager will be referred immediately for response, recommendation or report to Council. PURCHASE/SALE OF PROPERTY-CITY COUNCIL-HOUSING/AUTHORITY: Mr. Les Stennett, 3531 Peters Creek Road, N. W., addressed the growing problem of government assisted housing, public housing and Iow income housing. He expressed concern that approximately 27 government assisted housing communities currently exist within the boundaries of the City of Roanoke and it is proposed to construct additional Iow income housing in northwest Roanoke City on the Countryside Golf Course property. Mr. Stennett advised that millions of dollars of taxpayers' money will be spent on the new art museum in downtown Roanoke, and suggested that funds would be more wisely spent to train citizens for better paying jobs, thereby decreasing their dependency on subsidized housing. The Vice-Mayor clarified that the City of Roanoke does not intend 'to construct additional Iow income housing on the Countryside Golf Course property, and although a precise use of the property has not been determined, the Members of Council have unanimously stated that the property will not be used for Iow income housing. POLICE DEPARTMENT-PAY PLAN-COMPLAINTS-FIRE DEPARTMENT: Ms. Zoe Stennett, 3531 Peters Creek Road, N.W., spoke in support of the services provided to Roanoke's citizens by the Fire/EMS and Police Departments, and the need for an adequate pay scale for public safety employees. She called attention to Iow morale in the Fire Department, with promotions that are based on the "buddy system" and not on the basis of qualifications, and unfair treatment of employees by supervisory staff. She stated that the Chief of Police should be placed on administrative leave until an alleged domestic violence incident has been resolved through the legal system. FIRE DEPARTMENT: Ms. Helen E. Davis, 35 Patton Avenue, N. E., advised that closing or razing fire stations is a serious and potentially dangerous matter; therefore, many citizens do not have faith in the proposed Fire/Emergency Medical Services Plan advocated by the City Manager and the Fire Chief. She presented copy of a communication from Adam K. Thiel, Executive Director, Virginia Department of Fire Programs, with regard to the proposed closure of five Roanoke fire stations. She requested a written definition of Roanoke's Central Business District and its boundaries. (See above referenced communication on file in the City Clerk's Office.) PAY PLAN-CITY PROPERTY-PUBLIC WORKS-CITY EMPLOYEES: Mr. Robert E. Gravely, 727 29th Street, N. W., expressed concern with regard to the pay scale for the average City employee which is below the poverty level. He stated that wages should be increased so that the average City employee can afford to purchase a home. He advised that in addition to public safety employees, other City employees work under certain unsafe and undesirable conditions in order to maintain City property. CITY MANAGER COMMENTS: CITY COUNCIbCITY GOVERNMENT-CITY EMPLOYEES-STATE OF THE CITY REPORTS: The City Manager advised that many public service employees work in undesirable situations, and the City of Roanoke has a dedicated group of employees whose lives are sometimes at risk while fulfilling their responsibilities. The City Manager encouraged the citizens of Roanoke to attend the Mayor's State of the City Address which will be held on Thursday, August 25, 2005, at 7:30 a.m., in the Cafetorium at the Roanoke Academy for Mathematics and Science Elementary School, 1616 9th Street, N. W. The City Manager commended the Members of Council on their efforts to address housing disparities in the City of Roanoke. She advised that the City of Roanoke is ranked as one of the most segregated communities in the Commonwealth of Virginia and the City is constantly looking for ways to decrease segregation, to deconcentrate poverty, to increase home ownership, and to increase the amount of market rate housing. She stated that the Countryside Golf Course property offers an unique opportunity to construct additional housing choices; and even though it is not known at this time what will be constructed on the site, the City has no plans to construct additional Iow income housing, whether it be at the Countryside location or any other location. She stated that the City of Roanoke has more than an adequate supply of Iow income housing and bears a disproportionate share of Iow income housing when compared to other .iurisdictions in the Roanoke Valley. At 3:20 p.m., the Vice-Mayor declared the Council meeting in recess for five Closed Sessions. At 5:10 p.m., the Council meeting reconvened in the City Council Chamber, with all Members of the Council in attendance, except Mayor Harris and Council Member Lea, Vice-Mayor Fitzpatrick presiding. 36 COUNCIL: With respect to the Closed Meeting just concluded, Council Member Dowe moved that each Member of City Council certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) only such public business matters as were identified in any motion bywhich any Closed Meeting was convened were heard, discussed or considered by City Council. The motion was seconded by Council Member Cutler and adopted by the following vote: AYES: Council Members Down, McDaniel, Wishneff, Cutler, and Vice-Mayor Fitzpatrick ........................................................................................................... 5. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) (Council Member Lea left the meeting at the conclusion of the Closed Session.) OATHS OF OFFICE-COMMI'I-fEES-HUMAN DEVELOPMENT COMMI~-rEE: The Vice-Mayor advised that there is avacancy on the Human Services Advisory Board created by the resignation of ri. Clarke Curtis; whereupon, he opened the floor for nominations to fill the vacancy. Council Member Dowe placed in nomination the name of Angela Holland. There being no further nominations, Ms. Holland was appointed as a member of the Human Services Advisory Board, to fill the unexpired term of H. Clarke Curtis, resigned, ending November 30, 2007, by the following vote: FOR MS. HOLLAND: Council Members Dowe, McDaniel, Wishneff, Cutler and Vice-Mayor Fitzpatrick ......................................................................................... 5. (Mayor Harris and Council Member Lea were absent.) OATHS OF OFFICE-COMMI]-rEES-ROANOKE ARTS COMMISSION: The Vice- Mayor advised that the term of office of Anna Wentworth as a member of the Roanoke Arts Commission expired on June 30, 2005; whereupon, he opened the floor for nominations to fill the vacancy. Council Member McDaniel placed in nomination the name of Wyona Lynch- McWhite. There being no further nominations, Ms. Lynch-McWhitewas appointed as a member of the Roanoke Arts Commission, for a term ending June 30, 2008, bythe following vote: 37 FOR MS. LYNCH-MCWHITE: Council Members Dowe, McDaniel, Wishneff, Cutler and Vice-Mayor Fitzpatrick ........................................................................ 5. (Mayor Harris and Council Member Lea were absent.) Council Member McDaniel moved that the City residency requirement be waived in this instance. The motion was seconded by Council Member Dowe and adopted. At 5:15 p.m., the Vice-Mayor declared the Council meeting in recess to be reconvened at 7:00 p.m., in the City Council Chamber, Room 450, Noel C. Taylor Municipal Building. At 7:00 p.m., on Monday, August 15, 2005, the Council meeting reconvened in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., City of Roanoke, Virginia, with Vice-Mayor Beverly T. Fitzpatrick, Jr., presiding. PRESENT: Council Members Alfred T. Dowe, Jr., Sherman P. Lea, Brenda L. McDaniel, Brian J. Wishneff, M. Rupert Cutler and Vice-Mayor Beverly T. Fitzpatrick, Jr.- .................................................................................................... 6. ABSENT: MayorC. Nelson Harris ................................................................ 1. OFFICERS PRESENT: Darlene L. Burcham, City Manager; William M. Hackworth, City Attorney, Jesse A. Hall, Director of Finance; and Mary F. Parker, City Clerk. The invocation was delivered by Vice-Mayor Fitzpatrick. The Pledge of Allegiance to the Flag of the United States of Americawas led by Vice-Mayor Fitzpatrick. BID OPENINGS: CITY PROPERTY-COMMONWEALTH OF VIRGINIA BUILDING: Pursuant to notice of advertisement for bids for lease of space in the Virginia Commonwealth Building, said bids to be received by the City Clerk until 12:00 p.m., on Monday, August 15, 2005, and to be held, unopened, until 7:00 p.m., on that date, the Vice-Mayor inquired if anyone had any questions with regard to the opening of the bids. No representative present raising any question, the Vice-Mayor instructed the City Clerk to proceed with the opening of the bids. The City Clerk advised that one bid was submitted at ~:48 p.m., however, the deadline for receipt of bids was 12:00 p.m., in the City Clerk's Office. The City Attorney advised that the bid was not a legitimate bid inasmuch as it was received after the 12:00 p.m. deadline; whereupon, the City Clerk was instructed to return the bid, unopened, to the bidder. PUBLIC HEARINGS: CITY PROPERTY-COMMONWEALTH OF VIRGINIA BUILDING: Pursuant to instructions by the Council, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard in the City Council Chamber, on the lease of certain City-owned property located in the Commonwealth Building to be used for office space foraterm of up to ten years, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday, July 29 and Friday, August 5, 2005. Inasmuch as one bid was submitted after the 12:00 p.m., August 14, 2005 deadline for receipt of bids, the Vice-Mayor advised that the matter would be readvertised for bids and public hearing at a later date. ZONING: Pursuant to Resolution No. 25523 adopted by the Council on Monday, April 6, 1981, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on the request of Roanoke Investments Associated, Inc., that proffered conditions presently binding upon a 2.615-acre parcel of land located at 3361 Melrose Avenue, N. W., be amended, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday, July 29, 2005 and Friday, August 5, 2005. The City Planning Commission submitted awritten report advising that the petition requests that the following proffer be repealed: The property shall be used only for one or more of the following purposes: Manufacturing establishments primarily engaged in the assembly of electrical appliances and telephonic, electronic or small mechanical equipment, instruments or devices; the manufacture of parts of use in any such appliances, equipment, instruments, or devices; or the assembly and/or packaging of textile materials. No outside storage will be permitted on the property in connection with any use. 39 It was further advised that the petition requests that the following proffers be adopted: The following uses shall not be permitted on the property: a. Outdoor advertising; b. Tractor trailer depots and repair facilities; c. General service establishments engaged in the repair or maintenance of motor vehicles or trailers; d. New commercial vehicle sales and service establishments; e. Towing services; f. Mobile home sales; g. Motor vehicle or trailer painting and body repair establishments; h. Wrecker services; i. Used commercial motor vehicle sales and service. 2. There shall be no outdoor storage permitted on the property. Landscaping shall be installed and maintained in accordance with a landscape plan prepared by Country Charm Landscape and dated July 21,2005. It was explained that the petitioner indicates that the proposed use of the property will be for "production and storage of marketing materials, and as software design, production and maintenance"; the concept plan indicates use of the existing building; and the proposed use and concept plan are not being proffered. The City Planning Commission recommended that Council approve the second amended petition to amend proffered conditions which will allow flexible, adaptive reuse of the building, and is consistent with the economic development policies of Vision 2001-2020 and the Villa Heights/Fairland Neighborhood Plan. Council Member McDaniel offered the following ordinance: (#37157-081505) AN ORDINANCE to amend §§36.1-3 and 36.1-4, Code of the City of Roanoke (1979), as amended, and Sheet No. 266, Sectional 1976 Zone Map, City of Roanoke, by amending certain conditions presently binding upon certain property previously conditionally zoned LM, Light Manufacturing District; and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 546.) Council Member McDaniel moved the adoption of Ordinance No. 37157- O81505. The motion was seconded by Council Member Wishneff. Eugene M. Etliott, Jr., Attorney, appeared before Council in support of the request of his client. 40 The Vice-Mayor inquired if there were persons present who would like to speak in connection with the request to amend proffered conditions. There being none, he declared the public hearing closed. There being no questions or comments by Council Members, Ordinance No. 37157-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) ZONING: Pursuant to Resolution No. 25523 adopted by the Council on Monday, April 6, 1981, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on the request of Boone Homes, Inc., of Roanoke that proffered conditions presently binding upon a 10.224 acre tract of land located on Franklin Road, S. W., identified as Official Tax No. 1290175, be repealed and replaced with new proffered conditions, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday, July 29, 2005, and Friday, August 5, 2005. The City Planning Commission submitted awritten report advising that the petition requests that the following proffers be repealed: The property will be developed in substantial conformity with the site plan entitled, "Development Concept for Section No. 3, Southwood, Prepared for Boone, Boone and Loeb, Inc." prepared by Lumsden and Associates, dated August 31,2000, a copy of which is attached as Exhibit 3 [reference to former petition], subject to any changes required by the City during site plan review. No parallel on-street parking will be permitted on streets less than 30 feet in width serving residential units. That portion of the 23.571-acre parcel not being developed with the erection of structures or sidewalks as shown on the site plan identified in Paragraph 1 shall be retained as open space. The residences constructed on the property shall not exceed 1- 1/2 stories, but in no case be higher than 31 feet from top of the floor of the first floor. Exposed basement and sub-footing heights would not be included in the 31 -foot height limitation. 4! The grading of the property shall substantially conform with the approximate limits shown on the grading plan entitled "Proposed Grading Plan for Section No. 3, Southwood," prepared by Lumsden Associates, P.C. under date of October 13, 2000, submitted as Exhibit 5 [reference to former petition]. ¸6. Landscaping shall be in accordance with the plan submitted as Exhibit 4 [reference to former petition] and shall include street trees, evergreen trees and hedges. In addition, any existing tree cover on the permanent open space which is disturbed during development of the property shall be replanted with one-half white pines and one-half deciduous trees which, at the time of planting, shall be a minimum of three to four feet in height and planted on a maximum of 30-foot on center. Replanted material shall be maintained by the property owner. On-site signage will be limited to identification signage at the main entrance and identification and direction signage within the development. 8. The exterior of the residences shall be predominantly brick on all facades. 9. Driveways shall be blacktopped. 10. Sidewalks shall be installed as shown on Exhibit 4 [reference to former petition]. 11. A homeowner's association shall be established to maintain the exterior of constructed residences and the grounds. Documentation of the establishment of the Association shall be provided to the City prior to the issuance of a Certificate of Occupancy. It was further advised that the petition requests that the following proffers be adopted: The property will be developed in substantial conformity with the site plan entitled, "Development Concept for Section No. 3, Southwood, Prepared for Boone, Boone and Loeb, Inc." prepared by Lumsden and Associates, dated August 31,2000, subject to any changes required by the City during site plan review. 42 o 9. 10. That portion of the 23.571-acre parcel not being developed with the erection of structures or sidewalks as shown on the site plan identified in Paragraph 1 shall be retained as open space. The residences constructed on the property shall not exceed 1- 1/2 stories, but in no case be higher than 31 feet from top of the floor of the first floor; and exposed basement and sub- footing heights would not be included in the 31-foot height limitation. The grading of the property shall substantially conform with the limits shown on the grading plan entitled, "Southwood Amended Grading Limits, Section No. 5, The Coach Homes of Southwood," prepared by Lumsden Associates, P.C. under date of May 5, 2005. Landscaping shall be in accordance with the plan submitted as Exhibit 4 enacted as part of Ordinance No. 35152-120400, and shall include street trees, evergreen trees and hedges; in addition, any existing tree cover on the permanent open space which is disturbed during development of the property shall be replanted with one-half white pines which, at the time of planting, shall be a minimum of three to four feet in height, and one-half deciduous trees which, at the time of planting, shall be two and one-half inches in caliper; all trees shall be planted so as not to exceed a spacing of 30 feet on center; and replanted material shall be maintained by the property owner. On-site signage will be limited to identification signage at the main entrance and identification and direction signage within the development. The exterior of the residences shall be 90 per cent brick excluding siding on dormers and siding on rear gables. Driveways shall be blacktopped. Sidewalks shall be installed as shown on the original submittal. A homeowner's association shall be established to maintain the exterior of constructed residences and the grounds. Documentation of the establishment of the Association shall be provided to the City prior to the issuance of a Certificate of Occupancy. 43 it was explained that the proposed revision to the plan substantially increases the area to be graded in the reserved open space; the area is awooded, steep hillside that ranges in grade from 28-35 per cent slope; the revised grading plan extends the area to be graded an average of 28 feet farther down the hillside than shown in the original plan; the hillside abuts the Roy Webber Expressway; proposed mitigation is through reforestation by planting a 50/50 mixture of deciduous and coniferous trees on 30-foot centers; and the Zoning Administrator will require that the reforestation take place prior to issuance of any Certificates of Occupancy for this section of the development. It was noted that the original grading plan resulted in less disturbed area, but required an artificial structure to retain the hillside; notes on the plan indicate that the reason for the request is to avoid the need to construct a retaining wall which would range from five to ten feet in height; the proposed amendment extends the graded area, but will eventually result in natural contours; and with both proposals, there is an effort toward mitigation through reforestation. The City Planning Commission recommended that Council approve the amendment of proffered conditions as set forth in the petition; the revised grading plan, while it removes more forested area, will result in natural topography over the long term; and removal of the prohibition with regard to on- street parking, designating a minimum caliper for deciduous trees, and designating a minimum amount of brick exterior are appropriate. Council Member Cutler offered the following ordinance: (#37158-081505) AN ORDINANCE to amend §§36.1-3 and 36.1-4, Code of the City of Roanoke (1979), as amended, and Sheet No. 129, Sectional 1976 Zone Map, City of Roanoke, by amending certain conditions presently binding upon certain property previously conditionally rezoned RPUD, Residential Planned Unit Development District; and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 547.) Council Member Cutler moved the adoption of Ordinance No. 37158- 081505. The motion was seconded by Council Member Dowe. Edward A. Natt, Attorney, representing the petitioner, appeared before Council in support of the request of his client. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the amendment of proffered conditions. There being none, he declared the public hearing closed. 44 Mr. Lloyd Sawyer, 3336 Summer Croft Court, S. W., advised that property owners on the south side of Summer Croft Court were not notified of the proposed amendments; whereupon, R. Brian Townsend, Agent to the City Planning Commission, advised that pursuant to State law, the City is required to notify only those property owners whose property immediately abuts subject property properties to be rezoned. Mr. Sawyer called attention to a rumor that Boone and Company previously offered a portion of the property to the City of Roanoke, however, the City does not wish to accept the property and plans to donate it to adjoining land owners who will be required to pay taxes and will be held liable for flooding that could occur as a result of property development. He stated that he does not wish to pay taxes or to be held liable for property that he does not plan to use. Mr. Bob Bohon, 3341 Summer Croft Court, S. W., inquired if the land is signed over to the homeowners association will be subject to taxation. He expressed concern with regard to liability issues that could be incurred by the homeowners association due to any flooding that might occur as a result of property development. Ms. Karen Lits, 3329 Summer Croft Court, S. W., expressed concern with regard to liability issues as a result of flooding if the land is donated by Boone and Company to the homeowners association. She stated that proffered conditions have been revised to eliminate the need for construction of a retaining wall and to increase grading and forestry, and property owners should be provided with more information in order to address their concerns, or Council should postpone avote on the request for amendment of proffers until the homeowners association is more knowledgeable about the terms and conditions of the donation. Mr. Natt advised that the property was originally zoned in its entirety in 1995; proffered conditions were placed on the property in December 2000, one of which addressed a grading plan for the rear of the property between the houses going down the hill toward 1-581 that included construction of a retaining wall; the developers are now requesting that the grading plan be revised to eliminate the retaining wall which will allow grading to be done 28 feet farther down the hill than was included in the 2000 plan, and to require the establishment of a minimum caliper of 2 ~ inches for deciduous trees on the property, as well as other factors including a 50-50 mix of deciduous and coniferous trees on 30 foot centers to establish reforestation of the property; and to ensure that reforestation takes place, before the issuance of any Certificates of Occupancy, the reforestation portion must be complete, and maintenance will be required for a period of time by the developer. With reference to comments made by previous speakers, Mr. Natt advised that the area was common area in the year 2000 plan, and will continue to be common area which means that at some point durinq development, the developer will convey that portion of the property to the ho~neowners association. With regard to the payment of taxes, he stated that the incorporated homeowners 45 association will be taxed depending on the value of the land; the 2005 plan eliminates the requirement for construction of a retaining wall and provides that the area will be reforested and ensured by the developer for a period of time, therefore, the liability issue would be reduced. There was discussion with regard to the requirement for notifying affected property owners of rezonings/amendments of proffered conditions; whereupon, Mr. Townsend advised that the Code of Virginia does not require notification of property owners whose circumstances are affected. He explained that property owners could state that their circumstances are affected bya rezoning that could be as much as one-half mile to three miles away from the area in question and absent any other legislative direction, City staff would be placed in a difficult position in terms of estimating the area of influence, which could be different on each side depending on the nature of the development or the context of the request. He stated that the appropriate neighborhood is notified and public hearings by the City Planning Commission and City Council are advertised in local newspapers in accordance with provisions of the State Code. Council Member Cutler inquired as to how much fill material will be used in lieu ora retaining wall and what types of vegetation will be planted to keep the fill material in place. He also inquired about how a structural retaining wall can be substituted with a soil and vegetative alternative that is just as good or better than a retaining wall. Mr. Natt referred to a site plan prepared by Lumsden Associates showing amended grading limits/elevations and a proffer that provides that any existing tree cover on permanent open space that is disturbed during development will be replanted in one half white pines and one half deciduous trees, and trees shall be planted apart in order to mix the trees as much as possible and to return the area to natural vegetation, with the idea in mind that the hardwood trees would eventually take over. He stated that the proffer also provides that replanted material shall be maintained by the property owner, and the property owner will not be issued any Certificates of Occupancy for units that are constructed in the development until such time as the reforestation project is complete. In response to a question as to whether the City Planning Commission agreed that fill material would be a preferable alternative to a retaining wall, Mr. Townsend advised that the Planning Commission was of the opinion that a retaining wall would not be the best alternative in terms of screening 1-581 because vegetation below the wall would never grow to the point of covering it, thus there would be a barren area of retaining wall with vegetation below and on top; and from an aesthetic and ecological standpoint, the alternative plan involving fill material would be preferable. He added that assuming the retaining wall held up structurally, it would need a certain amount of maintenance over a period of time. 46 Question was raised as to how a potential homeowner will be apprised of the proposed homeowners association; whereupon, Mr. Townsend advised that when potential homeowners execute deeds for their property, it is acknowledged that they are entering into a homeowners association. Mr. Natt also advised that potential homeowners will be provided with a disclosure package which includes a declaration of all of the issues that are addressed by the homeowners association and a prospective purchaser has a certain period of time in which to void the contract if they are dissatisfied with the declaration. The City Manager called attention to a number of existing homeowners associations that are active in the City of Roanoke that currently hold title to properties that are not registered with the City for the purpose of any type of interaction such as that which occurs with neighborhood organizations/associations. She stated that homeowners associations might be a topic for discussion at a future Council work session. There being no further speakers, the Vice-Mayor declared the public hearing closed. There being no further questions/comments by Council Members, Ordinance No. 37158-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0. (Mayor Harris was absent.) ZONING: Pursuant to Resolution No. 25523 adopted by the Council on Monday, April 6, 1981, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on the request of Faison-Southern Lane, LLC, and Save-X-2, LLC, to amend and substitute proffered conditions presently binding on ten tracts of land, described as Official Tax Nos. 5470115, 5470113, 5470114, S470112, 5470111, 5470108, 5470109, 5470110, 5480701 and 5480704, located on Southern Lane, Southern Hills Drive, and Griffin Road, S. W, and apply proffered conditions to five tracts of land located on Franklin Road, identified as Official Tax Nos. 5470103, 5470102, 5480717, 5480718 and 5470104, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Tuesday, August 2, 2005 and Tuesday, August 9, 2005. The City Planning Commission submitted awritten report advising that the petition requests that existing proffers on Official Tax Nos. 5470115, 5470113, 5470114, 5470112, 5470111, 5470108, 5470109, 5470110, 5480701, and 5480704 be repealed: 47 The property will be developed in substantial conformity with the Development Plan prepared by Lumsden Associates, dated June 17, 1997, and revised August 7, 1997, a copy of which is attached to the Petition for Rezoning as Exhibit 6, subject to any changes required by the City as part of Comprehensive Development Plan review· The exterior treatment of all buildings on the property shall be architecturally finished and shall be consistent in the use of architectural details and materials on all sides of the building. All lighting on the property shall consist of fixtures designed with shields that direct illumination away from the adjoining residential neighborhood along the easterly side of Griffin Road. All dumpsters, loading docks and heating/air conditioning handling units shall be screened from view by landscaping, masonry or metal screen walk. There shall be no building wall signs facing the residentially zoned neighborhoods along the easterly side of Griffin Road. Outdoor advertising, as defined in the Roanoke City Code, shall not be permitted. The combined surface area of all signs on the commercial lots, including signs erected in a required yard, shall not exceed 2.5 square feet for each foot of lot frontage for the first 100 feet of lot frontage, an additional 1.O square feet for each foot of lot frontage remaining; and all freestanding sign structures shall be limited to one per lot with a signage area no greater than 100 square feet. Tract E shall not be used as a restaurant; any restaurants located on Tracts D, G & F shall not be fast food restaurants; and, any restaurants constructed on Tracts D, C & F shall contain odor abatement equipment to abate the disbursement of cooking odors to the outdoors. Any structure constructed on Tract E, including a motel or hotel, will be no more than three stories high or a maximum of 45 feet measured from ground level. 48 10. 11. A sidewalk shall be included along the northern side of the relocated Southern Hills Drive, and continue along the eastern side of Southern Lane, such sidewalk shall run the length of the relocated Southern Hills Drive on the site and that portion of Southern Lane shown on the Development Plan. The following C-2 uses as designated in the Code of the City of Roanoke shall not be permitted on Tracts D, E, F or G: 36.1-206(11) Police stations. 36.1-206(14) Military reserve and National Guard centers. 36.1-206(15) Training facilities related to police, fire, rescue and ambulance uses. 36.1-206(19) Coliseums, stadiums, exhibition halls, and similar facilities. 36.1-206(21) Parks and playgrounds. 36.1 ~206(22) Drive-in movie theaters. 36.1-206(34) Neighborhood and highway convenience stores. 36.1-206(35) Outdoor advertising subject to the requirements of Section 36.1-440 et seq. 36.1-206(36) Gas stations. 36.1-206(39) Automobile cleaning facilities. 36.1-206(40) Automobile repair establishments except painting and body shops. 36.1-206(42) Public parking structures. 36.1~206(44) Bus terminals for the loading and unloading of passengers. 36.1-206(45) Veterinary clinics with no outside corrals or pens. 36.1-206(46) Kennels with no outside pens or ~'runs". 36.1-206(47) Plant nurseries and greenhouses including those with retail sales. (Ord. No. 28611, §2, 4-27-87; Ord. No. 29932, 2-20-90; Ord. No. 30648A, 8-26-91). 36.1-207(1 ) Group care facilities subject to the requirements of Section 36.1-560 et seq. 36.1-207(4) Establishments primarily engaged in the sale or rental of automobiles, trucks and construction equipment including the incidental repair and maintenance of vehicles where the lot area is less than 20,000 square feet. 36.1-207(5) Automobile painting and body shops provided that there shall be no outdoor storage of damaged automobiles, equipment, auto parts or other materials. 36.1-207(9) Utility substations, transmission lines and towers, booster stations, relay stations and transformers, and similar uses provided that light, fumes, noise, unsightliness, or other associated activities or emissions are adequately screened from the surrounding neighborhood. 36.1-207(10) Medical laboratories. 49 Additionally, open air markets selling second hand merchandise and other miscellaneous items shall not be permitted on Tracts D, E, ForG. 12. Signage approved by the petitioner and the City of Roanoke, and identifying the Southern Hills Neighborhood shall be placed on both sides of Southern Hills Drive at its intersection with Griffin Road. 13. Petitioner's landscape buffering/screening along Griffin Road shall be designed so that a row of evergreen trees still face the residential neighborhood located on the easterly side of Griffin Road, followed byasecond and interior rowofdeciduous trees, subject to any changes required by the City as part of Comprehensive Development Plan review. It was further advised that the third amended petition requests that the following proffers be adopted for all 15 parcels: The property will be developed in substantial conformity with the "Concept Site Plan, The Home Depot, Franklin Road and Valley Avenue, City of Roanoke, Virginia," prepared by Mattern & Craig, dated July 8, 2005, subject to any changes required by the Virginia Department of Transportation or the City as part of Comprehensive Development Plan review. The 105,000 -+s.f. commercial building shall be architecturally finished in substantial conformity with the July 25, 2005, rendering of The Home Depot, City of Roanoke, Franklin Road & Valley Avenue, by Architectural Group International. Any outdoor light fixture shall be a full cutoff fixture or a decorative fixture with full cutoff optics; a "full cutoff fixture" shall mean an outdoor light fixture shielded in such a manner that all light emitted by the fixture, either directly from the lamp or indirectly from the fixture, is projected below the horizontal plane; and a "decorative fixture with full cutoff optics" shall mean an outdoor light fixture with manufacturer- provided or manufacturer-installed full cut-off optics. The spillover of lighting from any parking area on the subject property onto public rights-of-way or abutting property in residentially zoned districts shall not exceed one-half foot candle at the property line. 5O 10. 11. Any outdoor lighting in parking areas shall not exceed 40 feet in height; and maximum height shall apply to the height of the poles or other standards to which the fixtures are attached or the top most point of the fixture itself, whichever is higher. Outdoor lighting information for the subject property shall be submitted during comprehensive development plan review. Such information shall include the following: a. Location of all outdoor lighting fixtures including the manufacturer's specifications of the area to be lighted with such fixtures; b. Plans indicating the location on the property, and the type, of illuminating devices, fixtures, lamps, supports, reflectors and other devices; Description of the illuminating devices, fixtures, lamps, supports, reflectors and other devices; Photometric data, such as that furnished by manufacturers, showing the angle of cut off of light emissions; and Other information as may be deemed necessary by the Zoning Administrator to determine compliance with the lighting proffers. All dumpsters, loading docks, heating/air conditioning handling units and ground mounted electrical transformer boxes shall be screened from view from public rights-of-way adjacent to the subject property by landscaping, masonry or metal screen walls. There shall be no building wall signs facing the residentially zoned property along the easterly side of Griffin Road. Signage provided by the petitioner and approved by the City of Roanoke, and identifying the Southern Hills Neighborhood shall be placed on the side of Griffin Road near its intersection with Roy Drive. Landscaping shall be as shown on the Concept Landscape Plan, The Home Depot, Franklin Road and Valley Avenue, City of Roanoke, Virginia, dated July 8, 2005, prepared by Mattern & Craig, subject to any changes required by the City as part of Comprehensive Development Plan Review. The following C-2 uses as designated in the Code of the City of Roanoke shall be permitted on the subject properties: 36.1-206(1 ) Dwellings located above ground floor nonresidential uses. 36.1-206(3) Trade, business and art schools of a nonindustrial nature. 36.1-206(4) Trade and vocational schools of an industrial nature. 36.1-206(6) Day care centers with unlimited capacity subject to the requirements of Section 36.1-510 et seq. 36.1-206(7) Churches, synagogues and other places of worship including accesson/columbariums. 36.1-206(8) Libraries, museums, art galleries and art studios and other similar uses including associated educational and instructional activities. 36.1-206(16) Post offices. 36.1-206(17) Indoor recreational uses including bowling alleys, indoor tennis courts, squash courts, fitness centers and other similar uses. 36.1-206 (18) Theaters with unlimited seating capacity. 36.1-206 (20) Outdoor recreational facilities including swimming clubs, tennis courts, athletic facilities and other similar uses. 36.1-206(23) General and professional offices including financial institutions. 36.1-206(24) Medical clinics. 36.1-206(25) Medical offices. 36.1-206(26) General service establishments, except for repair or maintenance of motor vehicles or trailers, provided that all repair or maintenance activities shall occur in awholly enclosed building. 36.1-206(27) Funeral homes. 36.1-206(28) Restaurants. 36.1-206(29) Hotels, motels, and inns. 36.1-206(30) Bed and breakfast establishments subject to the requirements of Section 36.1-520 et seq. 36.1-206(31) General retail establishments primarily engaged in the retail sale or rental of merchandise, goods, or products except automobiles, trucks, or construction equipment; and including the incidental repair and assembly of merchandise, goods or products to be sold on the premises. 36.1-206(32) Open air markets selling farm produce, crafts, plants, secondhand merchandise and other miscellaneous items. 36.1-206(33) Food stores with unlimited gross floor area. 36.1-206(34) Neighborhood and highway convenience stores, provided that no motor vehicle service station canopy over a gas pump island shall be allowed, unless: a. Such canopy shall have a maximum clear, unobstructed height to its underside not to exceed 14 feet 6 inches and a maximum overall height not to exceed 16 feet 6 inches; 12. b. There shall be no illumination of any portion of the fascia of the canopy; c. Any lighting fixtures or sources of light that are a part of the underside of the canopy shall be recessed into the underside of the canopy so as not to protrude below the canopy ceiling; and all such lighting associated with the canopy shall be directed downward toward the pump islands and shall not be directed outward or away from the site; d. The vertical dimension of the fascia of such canopy shall be no more than two feet; and e. Signs attached to or on such canopy shall not be illuminated and shall not extend beyond the ends or extremities of the fascia of the canopy to which or on which they are attached. 36.1-206(37) New motor vehicle sales and service establishments, provided the lot area for this use is no less than 40,000 square feet. 36.1-206(38) Auto accessory sales with related installation. 36.1-206(43) Storage and warehouse activities which are accessory to a retail use where all storage activities are wholly enclosed in a building which is located on the same lot as the retail use and where the gross floor area of buildings used for storage activities does not exceed 50 per cent of the gross floor area of the retail use. 36.1-206(47) Plant nurseries and greenhouses including those with retail sales. 36.1-206(48) Commercial printing establishments which print newspapers, publications, and other materials. 36.1-206(49) Personal service establishments. 36.1-206(50) Business service establishments. The following C-2 uses as designated in the Code of the City of Roanoke shall be permitted on the subject properties by Special Exception granted by the Board of Zoning Appeals: 36.1-207(2) Fast food restaurants. 36.1-207(3) Establishments engaged in the retail sale of building supplies where all or a portion of related storage and display activities are not wholly enclosed in a building provided the outdoor storage or display area is accessory to a building and has a maximum area no greater than ten per cent of the gross floor area of the building. 36.1-207(7) Establishments primarily engaged in the wholesale distribution of goods where all related activities are wholly enclosed in a building provided that: a. The total gross floor area of buildings on a lot shall not exceed 12,000 square feet. b. The use is located on a major arterial road or highway. 36.1-207(8) Manufacturing, assembly, mixing, processing or other processes which are accessory to a retail use, where all such activities are wholly enclosed in the same building as the retail use and where no more than five people are involved in such processes on the premises. 13. As any development on Tracts B and C, as identified on the Concept Site Plan, will be visible from public roads from multiple directions, the architectural treatment and palette of exterior materials utilized for any structure built on either of these tracts shall be applied to all facades of such structure in a consistent and uniform manner. 14. The seasonal sales area designated on the Concept Site Plan will be used solely for the seasonal sale of plants, shrubs, trees and assorted potted nursery products togetherwith associated bag products such as mulch, top soil and potting soil; the seasonal sales area will be in use, intermittently, for approximately six months per year for the sale of plants and plant related items appropriate to the time of the year, such as spring and summer live plants and Christmas trees and related greenery; and no buildings, sheds, trailers, lawn mowers, gas grills, tractors or similar items will be displayed, stored or sold in the seasonal sales area. 15. If requested by the City as part of the Comprehensive Development Plan review, a natural non-handicapped accessible pedestrian access will be located between the Home Depot parking lot and Griffin Road near its intersection with Southern Hills Drive. 16. The finished grade of Griffin Road between its intersection with Southern Lane and its intersection with Southern Hills Drive as shown on the Concept Site Plan will not exceed 12 1/2 per cent. 17. There will be no outdoor storage of goods, materials or merchandise other than as proffered for the seasonal sales area designated on the Concept Site Plan and the areas surrounded by ornamental fence shown on the Concept Site Plan and the Rendering of the Home Depot building. 54 It was noted that the proposed change in conditions will permit new development of the site with a Home Depot store in conjunction with the development of a new street between the intersection of Griffin Road and Southern Hills Drive to the existing traffic signal at Franklin Road; the amended conditions will also permit development of two parcels of land (Tracts B and C) to the north ofthe new street with unspecified commercial uses which will be limited to those uses being proffered; and no site development plan for the two parcels of land is being proffered with the site plan. It was also noted that the proffered amendment is requested in conjunction with the vacation of portions of Southern Hills Drive and Southern Lane and the simultaneous dedication of a new street. The City Planning Commission recommended that Council approve the third amended petition; and proposed uses of the property are consistent with Vision 2001-2020 and the Southern Hills Neighborhood Plan. Council Member Cutler offered the following ordinance: (#37159-081505) AN ORDINANCE to amend §§36.1-3 and 36.1-4, Code of the City of Roanoke (1979), as amended, and Sheet Nos. 547 and 548, Sectional 1976 Zone Map, City of Roanoke, by amending certain conditions presently binding upon certain property previously conditionally zoned C-2, General Commercial District, by Ordinance No. 33759-040698, and placing such proffers on certain other property zoned C-2, General Commercial District; and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 548.) Council Member Cutler moved the adoption of Ordinance No. 37159- 081505. The motion was seconded by Council Member McDaniel. James F. Douthat, Attorney, representing the petitioner, appeared before Council in support of the request of his client. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the request to amend proffered conditions. There being none, he declared the public hearing closed. Council Member Dowe inquired if the increased grade of the roadway is intended to deter communication; whereupon, Mr. Douthat advised that a major thoroughfare is not desired for the area, a 50 foot right-of-way will be provided and a 24 foot pavement will be installed with sidewalk and planted trees so that the area will be residential in character. Council Member Cutler inquired as to how criteria contained in the City's Urban Forestry Plan will be met and how will storm water issues be addressed. Mr. Douthat advised that the landscape plan provides for street yard trees to be planted along the length of the new street and storm water storage will be addressed by underground pipes. Mr. Townsend advised that tree canopy coverage of the area on site is about ten percent of the parking lot area. Question was raised with regard to input by residents of the Southern Hills neighborhood; whereupon, Mr. Douthat advised that property owners were engaged in the project, and meetings were held with neighborhood representatives. Question was raised with regard to the number of jobs that will be generated as a result of the project; whereupon, Mr. Douthat advised that approximately 175 jobs will be created, not all of which will be full time positions, with a payroll in excess of $3 million, plus fringe benefits. There being no further questions or comments by Council Members, Ordinance No. 37159-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) STREETS AND ALLEYS: Pursuant to Resolution No. 25523 adopted by the Council on Monday, April 6, 1981, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on the request of FaisomSouthern Lane, LLC, and Save-X-2, LLC, that a portion of Southern Lane and Southern Hills Drive, S. W., be permanently vacated, discontinued and closed, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Tuesday, August 2, 2005, and Tuesday, August 9, 2005. The City Planning Commission submitted awritten report advising that the petition is in conjunction with a petition to amend proffers on Official Tax Nos. 5470115, 5470113, 5470114, 5470112, 5470111,5470108, 5470109, 5470110, 5480701, and 5480704, and proffer the same conditions on Official Tax Nos. 5470103, 5470102, 5480717, 5480718, and 5470104. It was further advised that the petitioner plans to develop Official Tax Nos. 5470115, 5470113, 5470114, 5470112, 5470111, 5470108, 5470109, and a portion of 5480704 with a Home Depot store. The City Planning Commission recommended that Council approve vacation of the portions of rights-ofiway and the portion of drainage easement at no charge to the petitioner; and the portions of rights-of-way to be vacated are approximately equivalent to the right-of-way to be dedicated. Council Member Dowe offered the following ordinance: (#37160-081505) AN ORDINANCE permanently vacating, discontinuing and closing certain public rights-of-way in the City of Roanoke, Virginia, as more particularly described hereinafter; and dispensing with the second reading of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 551 .) Council Member Dowe moved the adoption of Ordinance No. 37160- 081505. The motion was seconded by Council Member Cutler. James F. Douthat, Attorney, representing the petitioner, appeared before Council in support of the request of his client. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the request for closure of streets. There being none, he declared the public hearing closed. There being no questions or comments by Council Members, Ordinance No. 37160-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... (Mayor Harris was absent.) TAXES: Pursuant to instructions by the Council, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on the request of Star City Gospel Cafe, Inc., for exemption from local real estate taxation of real property located at 926 Indiana Avenue, N. E., the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday, August 5, 2005. The City Manager submitted awritten report advising that Star City Gospel Cafe, Inc., owns property described as Official Tax No. 3060505, located at 926 Indiana Avenue, N. E.; the primary purpose of the Star City Gospel Caf~ is to encourage and support local gospel artists, musicians, and singers by providing free gospel services to the public, including free food and drink; the Star City Gospel Caf~ acts as a meeting and clearing house for gospel groups to practice their craft, and find new members, players or singers; the Star City Gospel Caf~ also hosts a radio show on WKBAon Saturdays; and proposed annual taxes due for fiscal year 2005-2006 on the above referenced parcel of land are $761.08 on an assessed value of $62,900.00. It was further advised that on May 19, 2003, Council adopted a revised policy and procedure in connection with requests from non-profit organizations for tax exemption of certain property in the City, pursuant to Resolution No. 36331-051903, adopting the revised Process for Determination of Property Tax Exemption dated May 19, 2003, effective January 1, 2003; the Star City Gospel Caf~ has provided the required information as a result of adjustments made to the City's revised local policy prior to the deadline of October 15, 2005, which is the deadline for applications for exemptions that would take effect on January 1, 2006. It was explained that according to the Commissioner of the Revenue's Office, the loss of revenue to the City will be $608.88 after a 20 per cent service charge is levied by the City in lieu of real estate taxes; the service charge will be $152.20; the Commissioner of the Revenue has determined that the organization is currently not exempt from paying real estate taxes on the property known as Official Tax No. 3060505 by classification or designation under the Code of Virginia; and the IRS recognizes Star City Gospel Caf~ as a 501(c) 3 tax-exempt organization. The City Manager recommended that Council authorize the Star City Gospel Cafe, Inc., exemption from real estate property taxation, pursuant to Article X, Section 6(a)6 of the Constitution of Virginia, effective January 1,2006, for property known as Official Tax No. 3060505, located at 926 Indiana Avenue, N. E., if the Star City Gospel Cafe, Inc., agrees to pay the subject service charge by that date. Council Member Dowe offered the following ordinance: (#37161-081505) AN ORDINANCE exempting from real estate and personal property taxation certain property located in the City of Roanoke of the Star City Gospel Cafe, Inc., an organization devoted exclusively to charitable or benevolent purposes on a non-profit basis; providing for an effective date; and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 554.) Council Member Dowe moved the adoption of Ordinance No. 37161- 081505. The motion was seconded by Council Member Lea. Thomas C. Driver, President, Star City Gospel Cafe, Inc., appeared before Council in support of the request. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the request for tax exemption. There being none, he declared the public hearing closed. Question was raised with regard to whether any person would be denied use of the facilities; whereupon, Mr. Driver advised that Star City Gospel Caf~ has operated for approximately six years, first at 501 Melrose Avenue, N. W., prior to moving to the current location, an open mike is offered for gospel music, as well as an open food table, and all services are open to the public. There being no further questions or comments by Council Members, Ordinance No. 37161-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) STREETS AND ALLEYS: Pursuant to Resolution No. 25523 adopted by the Council on Monday, April 6, 1981, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on the request of the City of Roanoke that a portion of Salem Avenue, S. W., adjacent to Official Tax No. 1010106, be permanently vacated, discontinued and closed, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday, July 29, 2005, and Friday, August 5, 2005. The City Planning Commission submitted awritten report advising that the petitioner has a pending agreement with the owner of OfficialTax No. 1010829to exchange that parcel of land for Official Tax No. 1010106 and a portion of Official Tax No. 1010107; and the petitioner plans to construct a parking garage on Official Tax No. 1010829. The City Planning Commission recommended vacation of the right-of-way at no charge to the petitioner, subject to certain conditions as more fully described in the report. Council Member Dowe offered the following ordinance: (#37162~081505) AN ORDINANCE permanently vacating, discontinuing and closing a certain public right-of-way in the City of Roanoke, Virginia, as more particularly described hereinafter; and dispensing with the second reading of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 556.) Council Member Dowe moved the adoption of Ordinance No. 37162- 505. The motion was seconded by Council MemberMcDaniel. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the request to close a portion of Salem Avenue. There being none, he declared the public hearing closed. There being no questions or comments by Council Members, Ordinance No. 37162-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) PURCHASE/SALE OF PROPERTY-PARKING FACILITIES: Pursuant to instructions by the Council, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on the proposed conveyance of certain City-owned property located on Salem Avenue, S. W., to the Times World Corporation, in exchange for certain property owned by the Times World Corporation located on Campbell Avenue, S. W., in connection with future development of a downtown parking garage, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday, August 5, 2005. The City Manager submitted a communication advising that the City owns property located on Salem Avenue, S. W., which is currently used for parking of official vehicles; the City wishes to conveya portion of the parcel of land to The Roanoke Times in exchange for a parcel of land located on Campbell Avenue, S. W., containing approximately 0.422 acre, identified as Official Tax No. 1010829; the parcel of land will be used for future development of a downtown parking garage; to create a comparable parcel of land, the City of Roanoke property has been subdivided into two parcels designated as Parcel 1-Aand Parcel l-Bas shown on a plat prepared by ACS Design; and the City of Roanoke wishes to convey Parcel l-A, containing approximately 0.449 acre to The Roanoke Times and to retain Parcel 1-8. The City Manager recommended that she be authorized to execute adeed of exchange to convey property designated as Parcel 1 -A to The Roanoke Times, in exchange for a parcel of land identified as Official Tax No. 1010829, subject to approval as to form by the City Attorney. 6O Council Member Dowe offered the following ordinance: (#37163-081505) AN ORDINANCE authorizing the City Manager to execute the necessary documents providing for the conveyance of a 0.449 acre parcel of City-owned property known as Parcel l-A, bearing Official Tax No. 1010107, located on Salem Avenue, S. W. to the Times World Corporation in exchange for a 0.422 acre parcel bearing Official Tax No.1010829, located on Campbell Avenue, S. W., for development of a downtown parking garage, upon certain terms and conditions; and dispensing with the second reading of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 559.) Council Member Dowe moved the adoption of Ordinance No. 37163- 081505. The motion was seconded by Council Member Cutler. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the request for conveyance of land. There being none, he declared the public hearing closed. There being no questions or comments by Council Members, Ordinance No. 37163-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) CITY PROPERTY-HOSPITALS-CARILlON BIOMEDICAL INSTITUTE: Pursuant to instructions by the Council, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on a proposed lease of City-owned property located at 111 -117 Church Avenue, S. W., to Carillon Biomedical Institute for office space for a period of one year, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday August 5, 2005. The City Manager submitted a communication advising that Ordinance No. 35041-090500 adopted by Council on September 5, 2000, authorized Carillon Biomedical Institute (CBI) to lease 6,800 square feet of office space in the Church Avenue Garage located at 111 to 117 Church Avenue, S.W.; and CBI has leased the location since September 2000 and the current lease agreement will expire on August 31,2005. 6! It was further advised that CBI has requested a new lease agreement with similar terms and conditions; the previous lease contained aoneyear term with an option for four annual renewals at an annual lease rate of $1.00; the proposed lease agreement is for a one year period, beginning September 1,2005 through August 31,2006, at $7.50 per square foot; parking permits forCBlemployeeswill be at $29.00 per permit per month for up to 30 permits, provided that vacancies are available; there are no renewal options for the lease; and it is anticipated that at the end of the one-year term, CBI will be in a position to move to its new location in the first phase of the Riverside Center for Research and Technology to the South Jefferson Redevelopment Area. The City Manager recommended that she be authorized to execute a lease agreement with Carillon Biomedical Institute (C81) for approximately 6,800 square feet of space in the Church Avenue Parking Garage located at 111 to 117 Church Avenue, S. W., for a period of one year, beginning September 1, 2005, and expiring August 31,2006, subject to approval as to form by the City Attorney. Council Member Dowe offered the following ordinance: (#37164-081505) AN ORDINANCE authorizing the City Manager to enter into an agreement with Carillon Biomedical Institute for the lease of approximately 6,800 square feet of office space located at the Church Avenue Parking Garage, 111-117 Church Avenue, for a period of one year, beginning September 1,2005, through August 31,2006, upon certain terms and conditions; and dispensing with the second reading of this ordinance by title. (For full text of ordinance, see Ordinance Book No. 69, Page 560.) Council Member Dowe moved the adoption of Ordinance No. 37164- 081505. The motion was seconded by Council MemberMcDaniel. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the proposed lease. There being none, he declared the public hearing closed. There being no questions or comments by Council Members, Ordinance No. 37164-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... O. (Mayor Harris was absent.) 62 EASEMENTS-APPALACHIAN POWER COMPANY: Pursuant to instructions by the Council, the City Clerk having advertised a public hearing for Monday, August 15, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, on a proposal to convey an easement across City-owned property located adjacent to Riverland Road, S. E., to Appalachian Power Company for relocation of an existing overhead power line and related facilities, in connection with the Roanoke River Flood Reduction Project, the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Friday, August 5, 2005. The City Manager submitted a communication advising that Appalachian Power Company has requested a 40' x 310' easement across City owned property identified as Official Tax Nos. 4250102R and 4250105R, which are located along the Roanoke River near the intersection of Bennington Street and Riverland Road, S. E.; and the easement is needed to relocate an existing overhead power line and related facilities in connection with the Roanoke River Flood Reduction Project. The City Manager recommended that she be authorized to execute the appropriate documents granting an above-ground utility easement to Appalachian Power Company, subject to approval as to form by the City Attorney. Council Member Cutler offered the following ordinance: (#37165-081505) AN ORDINANCE authorizing the granting of an above- ground forty-foot (40') wide by three hundred ten foot (310') long easement on City-owned property, identified by Official Tax Nos. 4250102R and 4250105R, to Appalachian Power Company d/b/a American Electric Power ("AEP"), for the purpose of relocating existing overhead power lines and related facilities in connection with the Roanoke River Flood Reduction Project, upon certain terms and conditions; and dispensing with the second reading by title of this ordinance. (For full text of ordinance, see Ordinance Book No. 69, Page 561.) Council Member Cutler moved the adoption of Ordinance No. 37165- 081505. The motion was seconded by Council Member Dowe. The Vice-Mayor inquired if there were persons present who would like to speak in connection with the easement request. There being none, he declared the public hearing closed. There being no questions or comments by Council Members, Ordinance No. 37165-081505 was adopted by the following vote: AYES: Council Members Dowe, Lea, McDaniel, Wishneff, Cutler and Vice- Mayor Fitzpatrick ................................................................................................. 6. NAYS: None ............................................................................................... 0I (Mayor Harris was absent.) HEARING OF CITIZENS UPON PUBLIC MATTERS: The Vice-Mayor advised that Council sets this time as a priority for citizens to be heard and matters requiring referral to the City Manager will be referred immediately for response, recommendation or report to Council. COMPLAINTS-PUBLICWORKS: Mr. Obediah Overstreet, 3203 King Street, N. E., expressed concern with regard to lack of maintenance by the City of Roanoke of a bridge/guard rail located in the vicinity of his home. He stated that he was advised by the City that it is the responsibility of the property owner to maintain property to the curb line. He referred to the deteriorating condition of pine trees that were planted by Virginia Transformer, 220 Glade View Drive, N. E., as a part of the site plan for rezoning that have not been replaced. The Vice-Mayor advised that Mr. Overstreet's concerns would be referred to the City Manager for response. There being no further business, the Vice-Mayor declared the meeting adjourned at 8:15 p.m. APPROVED ATTEST: Mary F. Parker City Clerk Beverly T. Fitzpatrick, Jr. Vice-Mayor 64 C. NELSON HARRIS Mayor CITY OF ROANOKE OFFICE OF THE MAYOR 215 CHURCH AVENUE, S.W. ROOM 452 ROANOKE, VIRGINIA 24011 - 1594 TELEPHONE: (540) 853-2444 FAX: 1540) 853 1145 September 19, 2005 The Honorable Vice-Mayor and 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, and to interview an applicant for a vacancy on the Industrial Development Authority, pursuant to Section 2.2-3711 (A)(1), Code of Virginia (1950), as amended. Sincerely, CNH:snh C. Nelson Harris Mayor 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 September ] 9, 2005 The Honorable Mayor and Members of City Council Roanoke, Virginia Subject: Request for closed meeting Dear Mayor Harris and Council Members: This is to request that City Council convene aclosed meeting to discuss the award of a public contract involving the expenditure of public funds, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the City, pursuant to §2.2-3711.A.30, of the Code of Virginia (1950), as amended. Sincerely, Darlene L. BurJ:ham City Manager~ DLB/s C: William M. Hackworth, City Attorney Jesse A. Hall, Director of Finance Mary F. Parker, City Clerk MARY E PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, V'a'ginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk@ ci.roanoke.va.us STEPHANEE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk September 22, 2004 File #110-467 Cindy H. Lee, Clerk Roanoke City School Board P. O. Box 13145 Roanoke, Virginia 24031 Dear Ms. Lee: This is to advise you that David B. Carson and William H. Lindsey have qualified as Trustees of the Roanoke City School Board, ending June 30, 2008. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew OATH OR AFFIEMATiON OF OFFICE COMMONWEALTH OF VIRGINIA, CITY OF ROANOKE, TO-WIT: I, DAVID B. CARSON, 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 TRUSTEE OF THE ROANOKE CITY SCHOOL BOARD, FOR A TERM ENDING JUNE 30, 2008, ACCORDING TO THE BEST OF MY ABILITY. , 2005. DAY OF GE, TWEN~ THIRD JUDICIAL CIRCUIT A CO~y TESTE BRENDA S HAMtLTON, CLERK OATH OR AFFIRMATION OF OFFICE COMMONWEALTH OF VIRGINIA, CITY OF ROANOKE, TO-WIT: I, WILLIAM H. LINDSEY, 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 ~NCUMBENT UPON ME AS A TRUSTEE OF THE ROANOKE CITY SCHOOL BOARD, FOR A TERM ENDING JUNE 30, 2008, ACCORDING TO THE BEST OF MY ABILITY. WILLIAM H. LINDSEY SUBSCRIBED AND SWORN TO BEFORE ME THIS [ 5 ''['~'~ ~'uP E ,2OO5. DAY OF CITY OF ROANOKE Office of the City Clerk Mary F. Parker, CMC City Clerk Stephania M. Moon, CMC Deputy City Clerk Sheila N. Hartman Assistant City Clerk September 22, 2004 File #110-318 Teresa I. McDaniel, Secretary Human Services Advisory Board Roanoke, Virginia Dear Ms. McDanieh This is to advise you that Angela Holland has qualified for a term ending November 30, 2007, as a member of the Human Services Advisory Board. Sincerely, Stephanie M. Moon, CMC ' Deputy City Clerk MFP:ew Oath or Affirmation of Office Commonwealth of Virginia, City of Roanoke, to-wit: I, Angela Holland, 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 Human Services Advisory Board, for a term ending November 30, 2007, according to the best of my ability (So help me God)~ ~ Subscribed and sworn to before me this~_~y of~~05. BREN,~. HAMILTON, CLERK OF THE CIRCUIT COURT K:\oath and leaving service\Human Services Advisory Board~Angela Holland oath 8 05.do¢ CITY OF RO_.ANOKE Office of the C~ty Clerk Mary F. Parker, CMC City Clerk Stephanie M. Moon, CMC Deputy City Clerk Sheiia N. Hartman Assistant City Clerk September 22, 2005 File ,915-110-202 Carolyn H. Clover, Acting Secretary Personnel and Employment Practices Commission Roanoke, Virginia Dear Ms. Clover: This is to advise you that Letitia A. Smith has qualified as a member of the Personnel and Employment Practices Commission, for a term ending June 30, 2008. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew pc: William C. Holland, Chair, Personnel and Employment Commission, 1450 Forest Park Boulevard, N. W., Roanoke, 24017 Practices Virginia Oath or Affirmation of Office Commonwealth of Virginia, City of Roanoke, to-wit: I, Letitia A. Smith, 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, 2008, according to the best of my ability (So help me God). Subscribed and sworn to before me this ~day of ~~?.005. BREN,~.. HAMILTON, CLERK OF THE CIRCUIT COURT K:~oath and leaving service~personnel and employment practices commission\letitia A smith oath.doc or.r., or Offl¢~ of th~ C~t3t Cl~rk Mary F. Parker, CMC City Clerk September 22, 2005 File #5-132 Stephanie M. Moon, CMC Deputy City Clerk Sheila N. Hartman Assistant City Clerk Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: At the regular meeting of Council of the City of Roanoke held on Monday, September 19, 2005, the Feral Cat Task Committee presented survey recommendations to Council. The recommendations were referred to you for study and report to Council. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew pc: Dr. Stan Eichelberger, DVM, Animal Medical Associates, 410 Carver Avenue, N. E., Roanoke, Virginia 24012 K:~AGENDA CORRESPON DENCE~agenda correspondence 05\Sept 05\Sept 19 2005 correspondence.doc CITY OF ROANOKE OFFICE OF THE C1TY 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 September 19, 2005 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: Feral Cat Task Committee Report The Feral Cat Task Committee was formed in the summer of 2004 to study the issues and options related to the control and care of feral and domestic cats living in Roanoke. Their report is attached, and I am pleased to sponsor this citizen's committee report for your review. Darlene L. B~ City Manage~ DLB:ba C: Mary F. Parker, City Clerk William M. Hackworth, City Attorney Jesse A. Hall, Director of Finance Rolanda B. Russell, Assistant City Manager for Community Development CM05-00129 September 19, 2005 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' Feral Cat Task Committee Report We. the members of the Feral Cat Task Committee, have been studying the multiple issues related to cats in the City of Roanoke, utilizing the following Mission Statement: The Feral Cat Task Committee is dedicated to the study and selection of viable options directed toward the management, control and care of feral and domestic cats living in Roanoke. Recommendations for consideration of this issue will be developed outlining effective solutions. Our report is attached. Shirley Bassett Respectfully. Teresa McDaniel Alyc~'Quinn Dr Stan E~chelberger /' Dick Tabb September 19, 2005 Feral Cat Task Committee Report Page 1 Since its formation in the summer of 2004, the Feral Cat Task Committee has met eleven times as well as conducted a public opinion survey and a public meeting. The Committee has studied a wide variety of information relating to cats and has examined the experience of several other localities during this time. As revealed in our Progress Report dated April 12, 2005, we have found complex sub-issues are involved in virtually every aspect of the topic. Concerns presented to Council which led to this Committee's formation included issues of property damage, risk of disease transmission, and destruction of wild birds. In the first six months of 2005, City Animal Control officers responded to 640 cat-related calls for service and 933 cats from the City were impounded at the Regional Center. The Regional Center for Animal Control and Protection reports that 1,227 cats were impounded from the region for this same period. The Committee has encountered well-reasoned and passionate perspectives on both sides of many of these issues, and we base our recommendations on a shared perspective that cats which are cared for are healthier and pose fewer problems for our community. The Committee offers the following three recommendations: First, the Committee recommends Council enact an ordinance requiring the licensing of cats over four months of age. The ordinance should authorize positive identification of licensed cats by means in addition to a collar and tag (such as by an implanted microchip) and provide space on any registration form for that identification information. Proof of vaccination should be required prior to license issue. The ordinance should also provide for reduced licensing fees for those cats which have been spayed or neutered, upon presentation of veterinary documentation of that procedure. Persons found in violation of the ordinance should be subject to fine. September 19, 2005 Feral Cat Task Committee Report Page 2 Second, the Committee recommends Council enact an ordinance(s) prohibiting cats from running at large and authorizing the Animal Control and Protection Unit to impound cats found at large. "At large" would refer to any cat not on the property of its owner or under the immediate control of the owner or confined in an enclosure. Procedures for the disposition of impounded cats should be specified and only licensed and vaccinated cats should be released. This ordinance could be parallel in style with current sections regulating dogs at large, with increased fines for owners who repeatedly allow their animal to be at large. Roanoke County has had ordinances requiring licensing of cats and defining cats at large as nuisance cats subject to impound since 1994. Finally, the Committee recommends development of a regional sanctuary for feral cats or cat colonies. Although there currently are no such facilities in the area, such a sanctuary would provide for feral cats without their having to be impounded with little hope of adoption. Managed sanctuaries for feral cats are seen by the Committee as part of an effective and humane overall solution, and some members of this Committee are willing to further investigate that option. The City of Roanoke could participate with other localities in the form of financial support, tax considerations, and/or the assistance and expertise of employees in a joint venture. The Committee recognizes that the implementation of the first two recommendations will require a public information campaign after the actual ordinances have been drafted. These proposals are in keeping with the recommendations of The Humane Society of the United States, which should be of assistance in promoting that public information campaign. We also acknowledge that these ordinances will place an additional strain on the Police Department's Animal Control and Protection Unit as well as on the Office of the City Treasurer or other offices involved in the licensing and enforcement, and we ask Council to consider staffing or technology requests which arise from these changes. September 19, 2005 Feral Cat Task Committee Report Page 3 The Committee would like to thank the many citizens who participated in the survey and who have shared their views with us individually and collectively through this process. We would especially like to thank the many persons who provided us with expertise on an advisory basis, including but not limited to: Lt. William Bandy, Salem Animal Control Harry Byrd, Regional Center for Animal Control & Protection Sgt. David Horton, Botetourt County Sheriff - Animal Control Gwyn Johnston, Wild Life Care Alliance Mike Quesenberry, Roanoke Animal Control & Protection Unit Don Thorne, Executive Director, Roanoke Valley SPCA Sgt. T. Wyatt, Roanoke County Animal Control Attachment: Roanoke Feral Cat Survey Results Roanoke Feral Cat Survey Results In what area of the City do you reside? 15 39 1231 6O · NE · NW DSE [] SW · Outside 56 Do you see free roaming cats in your neighborhood? 0 n- O 250- 2OO 150 100' 50' 0 No Yes Blank Answer Page 1 of 4 Roanoke Feral Cat Survey Results Do you own or take care of a cat? 180 · 160 c 140 o '~ 120 · 100 "- 80 O · 60 E 40 z 20 0 No Yes Blank Answer Is your cat kept indoors, outdoors, or both? 120- 100- 80 60- 40 20 0 Both Inside Outside Blank Response Page 2 of 4 Roanoke Feral Cat Survey Results I would support a law requiring the sterilization of all cats allowed to roam outside. Strongly Agree Somewhat Agree Neutral Somewhat Disagree Stronc 0 50 100 150 Number of Responses 200 I would support a law making it illegal for cats to be off their owner's property. 0 Stron( Somewhat Neutral Somewh Strongl 0 20 40 60 80 Number of Responses 100 120 Page 3 of 4 Roanoke Feral Cat Survey Results I would like to see a private, contained sanctuary established. Strongly Somewhat Agree Neutral Stronc 0 10 2O 30 40 50 6O Number of Responses 7O 80 Cat owners should have to license their cats. Str( Somewhat A( Neutral Somewhat Disa¢ Stronc 0 20 40 60 80 100 Number of Responses 120 140 Page 4 of 4 CITY OF ROANOKE OFFICE OF THE CITY MANAGER Noel C. Taylor Munidpal Building 215 Church Avenue, S.W., Room 364 Roanoke, Virginia 24011-1591 Telephone: (540) 853-2333 Fax: (540) 81~-1138 CityWeb: www.roanokegov.com September lg, 2005 Honorable C. Nelson Harris, Mayor and Members of City Council Roanoke, VA Dear Mayor Harris and Members of Council: SubJect: Fall Waterways Cleanup This is to request space on Council's agenda for a 15 minute presentation on the above referenced subject. CiW Manager DLB:sm c: City Clerk City Attorney Director of Finance 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 September 19, 2005 Honorable C. Nelson Harris, Mayor and Members of City Council Roanoke, VA Dear Mayor Harris and Members of Council: Subject: Reverse 911 This is to request space on Council's agenda for a 15 minute presentation on the above referenced subject. Respectfully submitted, DLB:sm C' City Clerk City Attorney Director of Finance 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 September 22, 2005 File #22-60-72 Jesse A. Hall Director of Finance Roanoke, Virginia Dear Mr. Hall: I am attaching copy of Ordinance No. 37180-091905 appropriating funds for the Medicaid EligibilityWorker position, and amending and reordaining certain sections of the 2005-2006 Grant Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Attachment 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/Social Services Molly O'DelI, M.D., Director of Health Department, 515 8'h Street, S. W., Roanoke, Virginia 24016 K:~AGENDA CORRESPONDENCE'agenda correspondence 05~Sept 05~Sept 19 2005 correspondence.doc IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37180-091905. AN ORDINANCE to appropriate ~nding ~rthe Medicaid Eligibility Worker position, amending and reordaining certain sections of the 2005-2006 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 2005-2006 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 FY06 - State Eligibility Worker FY06 - Federal 035-630-5185-1102 $ 29,742 035-630-5185-1105 3,833 035-630-5185-1115 650 035-630-5185-1120 2,280 035-630-5185-1125 3,540 035-630-5185-1126 235 035-630-5185-1131 78 035-630-5185-5185 20,179 035-630-5185-5186 20,179 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: ~ 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 September 22, 2005 File #22-60-72 Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: I am attaching copy of Resolution No. 37181-091905 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 Service, the State Health Department and the Virginia Department of Social Services, upon certain terms and conditions, as more fully set forth in a letter from the City Manager addressed to the Council under date of September 19, 2005. The aboverefer~.nced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005. Sincerely, Stephanie M Moon, CMC Deputy City Clerk SMM:ew Attachment 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/Social Services Molly O'Dell, M.D., Director of Health Department, 515 8'h Street, S. W., Roanoke, Virginia 24016 K:~AGENDA CORRESPONDENCE~agenda correspondence 05~Sept 05~Sept 19 2005 correspondence.doc IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA, The 19th day of September, 2005. No. 37181-091905. 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 Department, and the Virginia Depathnent 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 Depaxtment 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 Depaxtrnent 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 Depmhnent 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 Sociai Services, the State Health Department, and the Virginia Department of Social Services, upon such terms and conditions as more fully set forth in the City Manager's letter dated Sepfemb~.r 19, 2005, to City Council. ATTEST: t J_~--~ 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 September 19, 2005 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 ofthe position is $40,358. Approximately 50% ofthe 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 of the eligibility worker placed at the Roanoke Health Department. Honorable Mayor and Members of City Council September 19, 200S Page 2 Recommended Action: Authorize the City Manager to continue the services of the Eligibility Worker stationed at the Health Department in accordance with the original 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 $40,358 from state and federal sources as described above. · Salary $29,742 · City Retirement 3,833 · ICMA Match 650 · FICA 2280 · Health Ins. 3,540 · Dental Ins. 235 · Disability Ins. 78 $40,358 Respectfully submitted, City Manage~J 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 CM05-00132 PLACEMENT OF ELIGIBILITY DETERMINATION STAFF AT DESIGNATED HEALTH DEPARTMENTS AGREEMENT Between The State Health Depaz'tment Ti~ V/r~-ia Department of Sodal S~r~i~s ARTICLE I This Agreement is entered into as of~ date sl~ifled below by and between L 9~_?f ~o~- -~_ Depa~/,-~at ofSocial ~lzreafi~rrefermdtoastheLocaI D$$, The State Health Department hereatter referred to as~thDepartment, and the Ir~ie!a Department of SociaJ Services, lz~eafler re'erred to as V-DSS to locate a Medicaid worker, hereafter referred to as Health Department Eli//bility Worker (HDEW), on.site at the Health Department. The Local DSS ~ud the Health Depm'tment agr~ to use the HDEW exclusively t'or the purpose outlined in thi~ Agreement. The Local DSS is s3)ecifl~y prohibited from using the HDEW for any purpose other th~n completing cases ori~nstiag through the Health Departm~nL ARTICLE II FUNCTIONS TO BE PERFORMED BY I-IDE~! Application Acceptance and Processing Medicaid Applications - Health Department patients r~ferred to the HDEW shall have all the rights and privileges of any other applicant for assistance. Health Department personnel will r~fer for Medicaid eligibility determination all potentially eligible medically indigent patients. ~ - Eligibility for Medicaid will be determined using all applicable rules, regulations, and policies governing the general population applying for Medicaid. Each HDEW shall be supplied a copy of the Medic(aid Manual by the Local DSS. It shall be the responsibility of each HDEW to keep the Medicaid Manual turret with all revising transmittais. b. All forms neae~ary to pro~ss Medicaid applications shall be ordered by the appropriate local DSS through ti~ usm~l procedures and made available to the HDEW. ~-T~e HDEW shrill process all Medicaid applications taken at the Local Health Development for adults and children who are residents of the HDEW's locality. Completed c. as~ shall be forwarded daily to the local DSS for imm,-diate ~xollment. Applications for patients from other jurisdictions will be forwarded by the HDEW, unprocessed, to the city or county of residence. Medicaid eligibility must be deterrnine-,d in Collforlllity with processing standards contained at Part II, Clmptex A, of the Medicaid Manual. Therefore, no local DSS processing procedures shall encumber or delay certifying and enrolling eligible cases. Confidentiality of File Informati011 Confidentially of client information contained in existing files (both paper and electronic) is to be protected, and acce~ to Medicaid eligibility fides shall be limited to the HDEWs and Local Departments of Social Servicez. Information released to Health Depea'tment personnel shall be limited to information authorized for dissemination in accordance with the applicant Release of Information. It shall be released in a manner consistent with efficiency and non-duplication ofeffort among the Medicaid, WIC, and medical services programs. Int'ormotion maintained by or which can be secured by the local DSS shall be shared with the HDEW when n~ry to determine eligibility for Medicaid under this Agreement. This includes diagnosis information and local public records. Health lr~.na~'h,~nt Eli~hillty Workem. Or?ani:,ntlon Caseload Standards - The HDEW shall be an employee of the local DSS but shall not count in the determinations of local stetting needs. StalTmg level will be one full time position. This stetting level will be evaluntr, d by mp~-~t~tiv~ of the pnrti~ to thl.q A_tn-=:~wn~.t after one year of operation using the following mteria to determine its applicability and the need to mat'~ adjustment. Increased reimbumement by Medicaid due to increased Medicaid ellro!lm_t~llt then compared t9 the one yeal' period immediately prior to the effective date of the contract. b. Ino'eased numbers of medically indigent eligibles enrolled in Medicaid. Training. The HDEWs shall be treated as other eligibility workers as regards provision of Medicaid program training and teclmical assistance. HDEW will be under the supervision on local Department of Social Services Supervisor who will be responsible for instruction, accountability, payroll information, and job ARTICLE III This project, whereby local workers will be physically located at the Health DeparUnent w/Il use funds appropriated to the State Health Department to fund the non-federally matched portion of the costs ofmalntalnlng the HDEW. Bo The Local DSS shall submit monthly to the VDSS individual claims for 100 percent reimbursement ofpersonnel costs for the HDEW, ao Each claim for reimbursement shall be submitted on fonn DA-20-250, Accounting Voucher, Each monthly claim shall be reimbursed by the VDSS at I00 percent of costs. The VDSS shall submit monthly to DM,aS, sepa~tedy identifiable from other federal clnlms for Medicaid aamlni~'ation reim~ut, all clalm~ of admini~t_rative expenditures associated with operation of this Agreement. The Health Departm~ut a~'~ea to relmbm~ the VDSS through an lnteragency Transfer of funds for any costs for which federal reimbursement does not equal 100 percent of such State agency Idmburs~ment made for th~ month. Funds used by the Health Department to reimburse VDSS must not Come from federal sources. The Iniera~e~cy Tr=nmeer Invoice will be forwarded by the tenth working day of the month follow/hi the covered period. ARTICLE IV MAINTENANCE OF RECORD~ Admini~.rative Records - Records of administrative costs shall, be maintained separate from other local DSS and Health Depai'tment records for evaluation and determination of the ultimate effectiveness of the project. 5 Applications - Separate identification shall be maintained o£all referrals made by Health Depa~haent personnel to the HDEW. Referrals will be tracked and the outcome recorded as either approved, denied, or fai~uregrefusal to follow throush. Approved cases will be tracked and total expenditures under Medicaid to the Health Department and other providers will be periodically gathered into reports by C~nwal Offic~ staff. ARTICLE V T~RM OF AGRI~.~MI~NT This Agreement shall begin after all parties have signed this Agreement and when persooael have been employed and/or reassigned to the Health Department site. An effectiveness evaluation shall be conducted by representatives of thin Agreement after the site has been fully operational for twelvemonths. ARer completinn of the twelve month effectiveness evaluation, any party to this .Agreement may te~'minate its participation in thin project with or without cause upon sixty days notice in writing to the other parties. In lieu of such action, this Agreement shah remain in effect until modified bymutual con~t or operatlon of law. Interim evaluations, problem identification and re~lufion s~/ons will be held quarterly after the sax-month rev~=-w, on an as needed b~q throughout the life of this A~nt. SIGNATUKE SHEET A~re~ment for placement o£eli~bflity workers at the CivLofReanoke H , . _~.~_._,._ ealth Departmen between: The Sta~ Health Departmeut The Vir~ula Department of Social Services : Ci~_of-Roanok? Dep~ ~u~nt of Social Services I hereby agree to the terms of this agreement: W. Robert Herbert, City Mansger City of Roaneke (Si nea) (Dated) Molly L. ~utl~lge, M.D. Acting H~lth Director (Si d) ated) Robert B. Stroube; M.D., M.P.H. State Health Commles'ioner" State Health Department (signea) .~- 'r- ~'.~ (Dated) CITY OF RO_..ANOKE Office of the C~ty Clerk Mary F. Parker, CMC Stephanie M. Moon, CMC City Clerk Deputy City Clerk Shella N. Hartman Assistant City Clerk September 22, 2005 File #60-188 Jesse A. Hall Director of Finance Roanoke, Virginia Dear Mr. Hall: I am attaching copy of Ordinance No. 37182-091905 appropriating additional funds for the Hazardous Materials Response Grants, and amending and reordaining certain sections of the 2005-2006 Grant Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Attachment pc: Darlene L. Burcham, City Manager James Grigsby, Acting Assistant City Manager for Operations Sherman M. Stovall, Director, Office of Management and Budget David Hoback, Acting Chief, Fire-EMS K:~AGENDA CORRESPONDENCE~genda correspondence 05~Sept 05~,Sept 10 2005 correspondence.doc IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37182-091905. AN ORDINANCE to appropriate additional funtling for the Hazardous Materials Response Grants, amending and reordaining certain sections of the 2005-2006 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 2005-2006 Grant Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows: Appropriations Overtime FICA Expendable Equipment Motor Fuels Overtime FICA Expendable Equipment Motor Fuels Revenues Haz-Mat Emergency Response FY04 Haz-Mat Emergency Response FY05 035-520-3226-1003 035-520-3226-1120 035~520-3226-2035 035-520-3226-2038 035-520-3227-1003 035-520-3227-1120 035-520-3227-2035 035-520-3227-2038 035-520-3226-3226 035-520-3227-3227 6,500 5OO 799 40O 9OO 65 325 100 8,199 1,390 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with, ATTEST: City Clerk. CITY OF ROANOKE OFFICE OF THE CiTY MANAGER Noel C. Taylor Municipal Building 215 Church Avenue, $.W., Room 364 Roanoke, Virginia 24011-1591 Telephone: (540) 853-2333 Fax: (540) 853-1138 CityWeb: www.roanokegov.com September 19, 2005 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: Hazardous Materials Emergency Response Background: The Roanoke Fire-EMS Department provides Hazardous Materials Emergency assistance on a regional level to surrounding localities during hazardous material accidents and incidents. Increased revenues were received from the Commonwealth of Virginia for Hazardous Materials Emergency Responses. These revenues were for reimbursement of certain expenses incurred during Hazardous Materials Emergency Responses for fiscal years 2004 and 2005. For fiscal year 2004, additional revenues of $8,199.08 were received and for fiscal year 2005, additional revenues of $1,390.40 were received. Considerations: The Commonwealth of Virginia appropriates funds to the Roanoke Fire-EMS Department for Hazardous Materials Emergency Responses. The Director of Finance estimates the revenue for Hazardous Materials Emergency Responses. In fiscal years 2004 and 2005, the Commonwealth increased the revenues and reimbursement of funds. Mayor Harris and Members of City Council September 19, 2005 Page 2 Recommended Action: Adopt the accompanying budget ordinance to increase revenue estimates in the amount of $8,199 in account 035-520-3226-3226 and $1,390 in account 035- 520-3227-3227. Appropriate additional funding in the same amounts. Authorize City Council to appropriate the increased revenues and authorize the Director of Finance to establish increased revenue estimates. Respectfully submitted, (~1 eMnaenLa'gBe~ ~ a m DLB:tb C: Mary F. Parker, City Clerk William M. Hackworth, City Attorney Jesse A. Hall, Director of Finance James Grigsby, Acting Assistant City Manager, Operations CM05-00127 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 September 22, 2005 File #60-72-236-246 Jesse A. Hall Director of Finance Roanoke, Virginia Dear Mr. Hall: I am attaching copy of Ordinance No. 37183-091905 appropriating $387,357.00 for the FY06 Workforce Investment Act Grant, and amending and reordaining certain sections of the 2005-2006 Grant Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Attachment 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/Social Services Delores E. Vest, President, Western Virginia Workforce Development Board) 108 N. Jefferson Street, Suite 809, Roanoke Virginia 24016 K:~AGENDA CORRESPONDENCE~genda correspondence 05\Sept 05~Sept 19 2005 correspondence.doc IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37183-091005. AN ORDINANCE to appropriate funding for the FY06 Workforce Investment Act Grant, amending and reordaining certain sections of the 2005-2006 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 2005-2006 Grant Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows: Appropriations Administrative - Training & development Administrative - Equipment rental Administrative - Other rental Administrative - Wages Administrative - Travel Administrative - Marketing Administrative - Supplies Administrative - Insurance Administrative - Contractual services Administrative - Leases Administrative - Equipment Administrative - Telephone Adult - Wages Adult - Contractual services Dislocated Worker - Wages Dislocated Worker - Contractual services Youth in School - Training & development Youth in School - Wages Youth in School - Contractual services Youth in School - Leases Youth out of School - Training & development Youth out of School - Wages Youth out of School - Contractual services Youth out of School - Leases Revenues Workforce Investment Act Grant FY06 035-633-2320-2044 035-633-2320-3070 035-633-2320-3075 035-633-2320-8050 035-633-2320-8052 035-633-2320-8053 035-633-2320-8055 035-633-2320-8056 035-633-2320-8057 035-633-2320-8058 035-633-2320-8059 035-633-2320-8090 035-633-2321-8050 035-633-2321-8057 035-633-2322-8050 035-633-2322-8057 035-633-2323-2044 035-633-2323-8050 035-633-2323-6057 035-633-2323-8058 035-633-2324-2044 035-633-2324-8050 035-633-2324-8057 035-633-2324-8058 035-633-2320-2320 228 137 67 32,401 1,342 137 137 133 767 3,250 70 67 12,061 55,291 12,712 95,687 298 5,541 114,872 298 123 362 51,253 123 387,357 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. 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 September 19, 2005 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 Western Virginia Workforce Development Board Work- Force Investment Act (WlA) Programs Background: The City of Roanoke is the grant recipient for Workforce Investment Act (WlA) funding, thus, City Council must appropriate the funding for all grants and other monies received in order for the Western Virginia Workforce Development Board to administer WiA programs. The Western Virginia Workforce Development Board administers the federally funded Workforce Investment Act (WlA) for Area 3, which encompasses the counties of Alleghany, Botetourt, Craig, Franklin and Roanoke, and the cities of Covington, Roanoke, and Salem. WlA funding is for four primary client populations: *Dislocated workers who have been laid off from employment through no fault of their own; *Economically disadvantaged individuals as determined by household income guidelines defined by the U.S. Department of Labor; *Youth who are economically disadvantaged, or who have other barriers to becoming successfully employed adults; and *Businesses in need of employment and job training services. The Western Virginia Workforce Development Board has received a Notice of Obligation (NOO), from the Virginia Employment Commission, allocating Honorable Mayor and Members of City Council September 19, 2005 Page 2 $192,078 for the Youth Program which serves economically disadvantaged youth, $74,836 for the Adult Program which serves economically disadvantaged adults, and $120,443 for the Dislocated Worker Program which serves workers laid off from employment through no fault of their own, for Program Year 2005 (July 1,2005 -June 30, 2007). Ten percent of the aforementioned totals are to be allocated to the administrative function of the Western Virginia Workforce Development Board. Considerations: *Program Operations - Existing activities will continue and planned programs will be implemented. *Funding - Funds are available from the Grantor agency and other sources as indicated, at no additional cost to the City. Recommendations: Appropriate the Western Virginia Workforce Development Board Workforce Investment Act funding of $387,357 for Program Year 2005 and establish corresponding revenue estimates in accounts established in the Grant Fund by the Director of Finance. Attachment A is a listing of the accounts and amounts for the above Program Year 2005 appropriations. c: Mary F. Parker, City Clerk Respectfully submitted, City Man~'ge-Darlene L B~!ham 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 Services Delores Vest, President, Western Virginia Workforce Development Board Rolanda B. Russell, Assistant City Manager for Community Development CMOS-00131 Western Virginia Workforce Development Board 2005-2007 Budget Allocation Org. Fund/Agency/ Name Or,q. Adm ininstrative 35-633-2320 Total Object Account Code Name 8050 Wages 8090 Telephone 8058 Leases 8059 Equipment 3070 Equipment Rental/Lease 8055 Supplies 3075 Other Rental 8053 Marketing 2044 Training and Development 8052 Travel 8057 Contractual Services 8056 Insurance Council Letter Allocation $ 32,401 $ 67 $ 3,250 $ 70 $ 137 $ 137 $ 67 $ 137 $ 228 $ 1,342 $ 767 $ 133 $ 38,736 Adult Total 35-633-2321 8050 Wages 8057 Contractual Services $ 12,061 $ 55,291 $ 67,352 Dislocated Worker Total 35-633-2322 8050 Wages 8057 Contractual Services $ 12,712 $ 95,687 $ 108,399 Youth In-School Total 35-633-2323 8050Wages 8058 Leases 2044 Training and Development 8057 ContractualServices $ 5,541 $ 298 $ 298 $ 114,872 $ 121,009 Youth Out-of-School Total 35-633-2324 8050Wages 8058 Leases 2044 Training and Development 8057 Contra~ual Services $ 362 $ 123 $ 123 $ 51,253 $ 51,861 Grand Total Budget Allocation $ 387,357 Western VA Workforce Development Board Page 1 of 2 Western Virginia Workforce Development Board Doloris E. Vest, President Email: d~Pris_.ves~education.edu Anne Cooney, Administrative Assistant Email: an ne.cooney~education.edu 108 N. Jefferson Street Suite 809 Roanoke VA 24016 Phone: 540-767-6149 Fax: 640-767-6084 E-Mail: Info(~.WesternVAWorkforce.com Calendar Meeting .I)~loads Bylaws WDB Policy & Procedure Manual WDB ~llrtified Training _Provider Application **MEETINGS** Joint CLEO Consortium & Board of Directors Meeting Tuesday, September 13; 4:30 p.m.; Roanoke Higher Education Center Board of Directors Friday, October 7; 9 to 10:30 a.m.; Roanoke Higher Education Center CLEO Committee Meeting Wednesday, September 21 Home I About Us I What's New I Workforce Centers Pr_qgrams I Partners I Board of Directors I Com~iBee~ CLEOs I Strategic Plan I Contact Information Western Virginia Workforce Development Board 108 N. Jefferson St. Roanoke, VA 24016 540-767-6149 I 540-767-6084 (fax) info@westernyaworkforce.com The Western Virginia Workforce Development Board, its programs and affiliates are equal opportunity employers/programs. Auxiliary aids and services are available upon request to individuals with disabilities. http://www, westernvaworkforce.com/contact.cfm 9/22/2005 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 September 22, 2005 File #24-60-468 Jesse A. Hall Director of Finance Roanoke, Virginia Dear Mr. Hall: lam attaching copy of Ordinance No. 37184-091905 appropriating $53,600.00 for the Carvins Cove Planning and Development Project, and amending and reordaining certain sections of the 2005-2006 Capital Projects Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, Deputy City Clerk SMM:ew Attachment pc: Darlene L. Burcham, City Manager James Grigsby, Acting Assistant City Manager for Operations Sherman M. Stovall, Director, Office of Management and Budget Steven C. Buschor, Director of Parks and Recreation K:IAGENDA CORRESPONDENCEmgenda correspondence 0b'~Sept 05~Sept 19 2005 coffe, spondence.doc IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37184-091905. AN ORDINANCE to appropriate fundin, g for the Can/ins Cove Planning and Development Project, amending and reordaining certain sections of the 2005-2006 Capital Projects 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 2005-2006 Capital Projects Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows: Capital Projects Fund Appropriations Appropriated from State Grant Funds 008-620-9825-9007 $ 53,600 Revenues Can/ins Cove Planning and Development 008-620-9825-9813 53,600 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: ~,ty. 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 September 19, 2005 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: Carvins Cove Natural Reserve - Virginia Recreational Trails Funds Background: Resolution No. 36207-012103, adopted by City Council on January 21,2003, authorized the City Manager to apply for an "80/20" reimbursable grant through the Virginia Recreational Trail Fund Program. In July 2003, the Virginia Department of Conservation and Recreation notified the City of a grant award in the amount of $53,600 in support of the Carvins Cove Natural Reserve Multi- Use Trail Project. This state and federal funding source will be utilized as matching funds to the recent appropriation of $40,335 to the Department of Parks and Recreation through the Western Virginia Water Authority Carvins Cove trail user fees, for trail improvements within the Reserve. Mayor Harris and Members of City Council September 19, 2005 Page 2 Recommended Action: Increase the revenue estimate in account 008-620-9825-9813, Carvins Cove Planning and Development, in the amount of $53,600 and appropriate funding of the same to the Carvins Cove Planning and Development project (008-620- 9825). DLB:LDU:na C: Respectfully submitted, Mary F. Parker, City Clerk Jesse A. Hall, Director of Finance William M. Hackworth, City Attorney Steven C. Buschor, Director of Parks and Recreation CM05-00135 CITY OF ROANOKE Office of the City Clerk Mary F. Parker, CMC City Clerk Stephanle M. Moon, CMC Deputy City Clerk Sheila N. Hartman Assistant City Clerk September 22, 2005 File #5-262-301-472 Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: I am attaching copy of Ordinance No. 37:[85-091905 authorizing the City Manager to execute Amendment Two to a Intergovernmental Agreement dated December :[7, 1997, with Roanoke County concerning the Regional 800 MHz Trunking Radio System, as more fully set forth in a letter from the City Manager addressed to the Council under date of September 19, 2005. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Attachment pc: Jesse A. Hall, Director of Finance James Grigsby, Acting Assistant City Manager for Operations Sherman M. Stovall, Director, Office of Management and Budget Roy M. Mentkow, Acting Director of Technology K:~AGENDA CORRESPONDENCE~3genda correspondence 05~Sept 05\Sept 19 2005 correspondence.doc IN THECOUNCILOFTHECITY OFROANOKE, VIRGINIA The 19th day of September, 2005. No. 37185-091905. AN ORDINANCE authorizing the City Manager to execute Amendment Two to an Intergovernmental Agreement, dated December 17, 1997, with Roanoke County concerning the Regional 800 MHz Trunking Radio System, upon certain terms and conditions, and dispensing with the second reading of this ordinance by title. WHEREAS, the City of Roanoke entered into an agreement with Roanoke County on December 17, 1997, for the installation and maintenance of an 800 MHz Regional Trunking Radio System; WHEREAS, the original agreement has been amended once by amendment dated October 1,2001, for the purpose of providing further details governing the operation of the joint System and the relationship between the City and County; and WHEREAS, the Intergovernmental Agreement needs to be amended to provide legal authority for the City and County to act jointly through the Roanoke County Purchasing Deparlment to obtain a qualified consultant to provide expertise and guidance in the planning of the "rebanding" or migration of frequencies per a Federal Communications Commission (FCC) mandate. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: I. The City Manager is hereby authorized to execute an amendment to the existing Intergovernmental Agreement with Roanoke County to provide legal authority for the City and County to act jointly through the Roanoke County Purchasing Department to obtain a qualified consultant to provide expertise and guidance in the planning of the "rebanding" or migration of frequencies per a Federal Communications Commission (FCC) mandate, as more particularly stated in the City Manager's letter to City Council dated September 19, 2005, such amendment to be in form as approved by the City Attorney. 2. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: '-~~ City Clerk. ~ CITY OF ROANOKE OFFICE OF THE C1TY 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 September 19, 2005 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 Subject: Amendment Two to Intergovernmental Agreement between the City of Roanoke and the County of Roanoke, Virginia. Dear Mayor Harris and Members of City Council: An Intergovernmental Agreement dated December 17, 1997, between the City of Roanoke and the County of Roanoke established a joint Public Safety Radio System ('System'). Since the creation of this partnership the City and County have operated their E-911 public radio systems effectively as a joint, unified system for the protection and benefit of the citizens of both localities. The original Intergovernmental Agreement has been amended once by an amendment dated October 1,2001, for the purpose of providing further details governing the operation of the joint System and the relationship between the City and County. The proposed second amendment (see attached) provides legal authority for the County and City to act jointly through the Roanoke County Purchasing Department to obtain a qualified consultant to provide expertise and guidance in the planning of the "rebanding" or migration of frequencies per a Federal Communications Commission's (FCC) mandate. The rebanding has been ordered by the FCC on a nationwide basis due to frequent problems with interference from commercial wireless communications providers and public safety agencies that operate on the 800MHz spectrum. The FCC has imposed upon Nextel the financial obligation to pay for all direct and indirect costs associated with this "rebanding" frequency reconfiguration. Nextel has committed $2.5 billion to pay for the 800 MHz rebanding process nationally and has established an independent agency, the Transition Administrator (TA), to oversee this massive undertaking. Proceeding jointly, the County and City are moving forward with the procurement process to hire a consultant to advise them on the many technical and legal issues involved in negotiations with Nextel to cover the costs of reprogramming the frequencies on all the public safety radios. In order to avoid any cost to them from this federally mandated process, Roanoke County and Roanoke City, acting jointly, must enter into an agreement with Nextel for the reimbursement of all expenses related to the rebanding process before incurring any expenses. The Roanoke County Board of Supervisors acted on this matter on September 13, 2005. Recommendation Authorize the City Manager to approve and sign Amendment Two to Intergovernmental Agreement between the City of Roanoke and the County of Roanoke, Virginia. Respectfully submitted, DLB:rm C: Mary F. Parker, City Clerk William M. Hackworth, City Attorney Jesse A. Hall, Director of Finance James Grigsby, Acting Assistant City Manager for Operations Sherman M. Stovall, Director, Management and Budget Roy Mentkow, Acting Director of Technology CM05-00134 AMENDMENT TWO TO INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ROANOKE, VIRGINIA, AND THE COUNTY OF ROANOKE, VIRGINIA This Amendment Number Two to the Intergovernmental Agreement for the Establishment of a Joint Public Safety Radio System ("Agreement") is dated this nineteenth day of September, 2005, by and between the CITY OF ROANOKE, VIRGINIA (the "City") a municipal corporation of the Commonwealth of Virginia, and the COUNTY OF ROANOKE, VIRGINIA (the "County"), a political subdivision of the Commonwealth of Virginia; WITNESSETH: WHEREAS, by action of their respective governing bodies, the City and County entered into an Intergovernmental Agreement dated December 17, 1997, for the purpose of expanding the County's existing 800 MHz trunked radio communications system ("System") to be expanded and upgraded in order to serve the present and future needs of both the City and the County's for fire, police, emergency and other radio communications, pursuant to Section 15.2- 1300, Code of Virginia (1950), as amended; and WHEREAS, this Intergovernmental Agreement has been amended by subsequent agreement dated October 1, 2001, for the purpose of providing further details governing the operation of this joint System and the relationship among the City and County; and WHEREAS, interference to 800 MHz public safety communications systems around the country has resulted from the increasing number of commercial wireless systems that also operate in the 800 MHZ frequency band, the Federal Communications Commission ("FCC") has imposed a nationwide requirement that all public safety communications systems and private commercial wireless systems be reconfigured or "rebanded" so that both public and private systems be separated at different parts of the 800 MHZ spectrum; and WHEREAS, the FCC has imposed upon Nextel ("Nextel") the financial obligation to pay for all direct and indirect costs associated with this "rebanding" frequency reconfiguration and, further, has established an independent agency, the Transition Administrator ("TA"), to supervise this process nationwide; and WHEREAS, each locality which holds 800 MHz frequency licenses from the FCC must negotiate a contract with Nextel in order to obtain comparable facilities in the new frequency of the 800 MHz spectrum for its public safety system and to be reimbursed for the cost of implementing such reconfiguration; and WHEREAS, the City and County desire to further amend their Intergovernmental Agreement for the purpose of providing details related to the operation and implementation of the required reconfiguration of the 800 MHz band and to authorize the issuance of a joint RFP between the City and the County for the purpose of hiring a consultant and/or legal counsel to assist with contract negotiations with Nextel in connection with such reconfiguration. THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and agreements contained herein, the parties hereto, pursuant to the provisions of Section 15.2-1300 of the Code of Virginia, (1950), as amended, do covenant and agree to the following: The Agreement is hereby amended to authorize the County to issue a Request for Proposals ("RFP") and for the County and the City to jointly utilize the Request for Proposals ("RFP") for the purpose of hiring a consultant and/or legal counsel to negotiate a contract with Nextel in connection with the 800 MHz band reconfiguration, such reconfiguration being more fully described in the materials attached hereto as Exhibit A, which are incorporated herein and made a part hereof. The City and the County hereby agree to cooperate fully in all necessary actions required to implement the aforementioned 800 MHz reconfiguration. Notwithstanding the provisions in the Agreement that provide for the sharing of the System's cost between the parties, all costs incurred by the City and the County to implement the required reconfiguration shall be shared equally. Except as changed or modified herein, the conditions, terms and obligations of the Agreement, and any amendments thereto, except to the extent as changed or modified by this Amendment No. Two, shall remain in full force and effect as if fully stated herein. iN WITNESS WHEREOF, the parties hereto, each duly authorized, have hereunto affixed their signatures and seals to this Amendment No. Two. A'CrEST: By: Title: CITY OF ROANOKE By: Title: 2 Date: ATTEST: By: Title: Date: Date: COUNTY OF ROANOKE By: Title: Date: Approved as to form: Approved as to execution: City Attorney City Attorney Approved as to form: Approved as to execution: County Attorney County Attorney 3 CIT.Y.. OF R ANOKE Office of the C,ty Clerk Mary F. Parker, CMC City Clerk September 22, 2005 File #:t78 Stephanie M. Moon, CMC Deputy City Clerk Shella N. Hartman Assistant City Clerk Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: I am attaching copy of Resolution No. 37186-091905 authorizing execution of the Day Avenue Cooperation Agreement between the City of Roanoke and the Roanoke Redevelopment and Housing Authority, providing for advancement of $370,400.00, to provide for the cost of acquisition, pre-rehabilitation, and maintenance of 17 parcels of property located in the 400 block of Day Avenue, S. W., as more fully set forth in a letter from the City Manager addressed to the Council under date of September 19, 2005. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Attachment pc: Jesse A. Hall, Director of Finance Sherman M. Stovall, Director, Office of Management and Budget John P. Baker, Executive Director, Roanoke Redevelopment and Housing Authority, 2624 Salem Turnpike, N. W., Roanoke, Virginia 24017 K:~AGENDA CORRESPONDENCE~agenda correspondence 05~Sept 05~Sept 19 2005 correspondence.doc IN THB COUNCIL O~ THE CITY OF ROANOKE, VIRGINIA, The 19th day of September, 2005. No. 37186-091905. A RESOLUTION authorizing execution of the Day Avenue Cooperation Agreement between the City of Roanoke ("City") and the Roanoke Redevelopment and Housing Authority CRRHA"), providing for the advancement of $370,400.00 in funding to provide for the cost of acquisition, pre-rehabilitation, and maintenance of seventeen parcels of property located in the 400 block of Day Avenue, S.W. BE IT RESOLVED by the Council of the City of Roanoke as follows: 1. The City Manager and the City Clerk are authorized to execute and attest, respectively, the Day Avenue Cooperation Agreement with Roanoke Redevelopment and Housing Authority to provide $370,400.00 of funding for the acquisition, pre-rehabilitation and maintenance of seventeen (17) parcels of property on Day Avenue, S.W., from Christian Housing Fellowship, LLC, as more particularly set forth in the report of the City Manager to City Council, dated September 19, 2005. 2. The Day Avenue Cooperation Agreement shall be in substantially the same form as that which is attached to the aforementioned City Manager's report, and shall be approved as to form by the City Attorney. ATTEST: CITY OF ROANOKE OFFICE OF THE C1TY MANAGER Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 364 Roanoke, Virginia 24011-1591 Telephone: (540) 853-2.333 Fax: (540) 853-1138 Ci~yWeb: www.roanokegov.com September 19, 2005 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 Subject: Agreement with Roanoke Redevelopment and Housing Authority (RRHA) - Day Avenue Project Dear Mayor Harris and Members of City Council: Background: On September 6, 2005, City Council was briefed on the Day Avenue Project. The project consists of the acquisition by the Roanoke Redevelopment and Housing Authority of 17 parcels of property on Day Avenue. These parcels are in various stages of disrepair and they are continuing to deteriorate and are detrimental to the safety, health, morals and welfare of the residents of these housing units as well as the surrounding residential neighborhoods. The RRHA has acquired the 17 parcels. The RRHA intends to rehabilitate the seventeen parcels and convert them into market rate residential housing units. The City of Roanoke wishes to make available to RRHA funds necessary to reimburse it for the acquisition of the property from the Christian Housing Fellowship, LLC. Considerations: The total amount of funds to be transferred to the RRHA by the City is $370,400. Funding for the agreement is included in the Capital Maintenance and Equipment Replacement Program (CMERP). Honorable Mayor and Members of Council September 19, 2005 Page 2 In order for the RRHA to proceed with the rehabilitation of these ] 7 parcels, City Council's authorization is needed to execute an agreement between the City of Roanoke and the RRHA for the funding of the acquisition, pre- rehabilitation and maintenance costs of the 17 parcels of property. Recommended Action: Authorize the City Manager to execute a cooperation agreement with the RRHA similar in form and content to the draft agreement attached to this report; such agreement to be approved as to form by the City Attorney. Respectfully submitted, Darlene L. B~//cham City Manager DLB/vst Attachment 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 CM05-00137 DAY AVENUE COOPERATION AGREEMENT This Day Avenue Cooperation Agreement is made as of this 1st day of August, 2005, by and between the City of Roanoke, a municipal corporation of the Commonwealth of Virginia ("City"), and the Roanoke Redevelopment and Housing Authority, a political subdivision of the Commonwealth of Virginia CRRHA"). WHEREAS, RRHA has entered into a Purchase and Sale Agreement with Christian Housing Fellowship, LLC ("Seller") for the purchase by RRHA of certain land and improvements thereon located in the City consisting of seventeen (17) parcels of property ("Property"), as follows: 402 Day Ave. S.W. tax/4 1020111 404 Day Ave. S.W. tax # 1020110 410 Day Ave. S.W. tax # 1020109 411 Day Ave. S.W. tax # 1012822 415 Day Ave. S.W. tax # 1012821 416 Day Ave. S.W. tax # 1020108 418 Day Ave. S.W. tax # 1020107 419 Day Ave. S.W. tax # 1012820 420 Day Ave. S.W. tax # 1020106; and 421 Day Ave. S.W. tax # 1012819 425 Day Ave. S.W. tax # 1012818 429 Day Ave. S.W. tax # 1012817 433 Day Ave. S.W. tax # 1012816 434 Day Ave. S.W. tax # 1020103 437 Day Ave. S.W. tax # 1012815 440 Day Ave. S.W. tax # 1020102 441 Day Ave. S.W. tax # 1012814 WHEREAS, the above-referenced Property consists of seventy (70) low income housing units in various stages of disrepair and which are continuing to deteriorate and are detrimental to the safety, health, morals and welfare of the residents of said housing units as well as surrounding residential neighborhoods; and WHEREAS, RRHA intends or will cause a separate entity to rehabilitate the said seventeen (17) parcels and convert same into market rate residential housing units (the "Day Avenue Rehabilitation Project") and RRHA will use any net proceeds received from the sale of such units for such purpose; and WHEREAS, the City wishes to make available to RRHA funds necessary to acquire the Property from the Seller; and WHEREAS, the purchase price agreed to between RRHA and Seller is approximately $344,400.00, which obligation will be satisfied by RRHA by the payment of such sum to Seller at Closing or by the assumption by RRHA of loans on which Seller is obligated, secured by the Property, in the approximate amount of 344,400.00; and WHEREAS, RRHA will incur additional pre-rehabilitation, acquisition and maintenance costs of at least $26,000.00; and WHEREAS, the total amount of funds to be transferred to RRHA by the City pursuant to this Cooperation Agreement is $370,400.00 (collectively referred to as "City Funds"). {#0937272-1,077836-00363-01} NOW THEREFORE, in consideration of the benefits to accrue to the City and its citizens and of the mutual covenants hereinafter set forth, the City and RRHA agree as follows: 1. The City agrees to advance to RRHA, within fourteen (14) days of receipt of a Notice of Demand from RRHA for the advancement of such funds, which Notice will not be issued prior to September 19, 2005, the sum of $370,400.00 for the acquisition, pre- rehabilitation and maintenance costs of the 17 parcels of Property. RRHA agrees to use said $370,400.00 for such pre-rehabilitation, acquisition and maintenance costs, which costs may include but shall not be limited to closing costs, legal costs, costs and expenses related to ~noving existing tenants and finding them alternative housing and securing the Property. 2. RRHA shall keep records of its expenditure of City Funds. The City Auditor shall have access to all such financial records. 3. RRHA agrees to use commercially reasonable efforts to complete the rehabilitation phase of the Day Avenue Rehabilitation Project in a timely manner. RRHA agrees that it shall return to the City any unused City Funds received from the City upon demand therefore by the City Manager and RRHA shall transfer to the City any net program income received upon completion of the Day Avenue Rehabilitation Project. For purposes hereof, net project income shall mean the revenues received from the sale of the units that are part of the Day Avenue Rehabilitation Project less all costs and expenses associated with the acquisition, maintenance, rehabilitation and sale of said units. 4. RRHA may, without the City's prior approval, contract for and spend City Funds up to $370,400 for the acquisition, pre-rehabilitation and maintenance costs set forth in Section 1 above as RRHA deems appropriate for the carrying out of its responsibilities under this Cooperation Agreement and the undertaking of the Day Avenue Rehabilitation Project. 5. This Cooperation Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the Commonwealth of Virginia. 6. Any notices required to be given under this Cooperation Agreement shall be sufficient if in writing and sent by first class, registered or certified mail, return receipt requested; if to RRHA, to the Executive Director, P. O. Box 6359, Roanoke, Virginia 24017- 0359, with a copy to the Director of Administration; or if to the City, to the City Manager, Room 364, Municipal Building, 215 Church Avenue SW, Roanoke, VA 24011. Either party may change its address for purposes of notice by giving notice to the other in accordance with this paragraph. 7. This Cooperation Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties hereto; provided, however, that in no event may this Cooperation Agreement or any of the rights, benefits, duties or obligations of the parties hereto be assigned, transferred or otherwise disposed of without the prior written consent of the other, which consent neither party shall be obligated to give. 8. It is understood between the parties that no third party rights are created by this Cooperation Agreement. {#0937272-L 077836-00363-01 } 9. During the performance of this Agreement, RRHA agrees as follows: A. RRHA 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 RRHA. RRHA agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. RRHA in all solicitations or advertisements for employees placed by or on behalf of RRHA will state that RRHA is an equal opportunity employer. C. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. 10. RRHA will include the provisions of the foregoing Section 9 (i, ii, and iii) in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. 11. During the performance of this Agreement, RRHA agrees to (i) provide a drag- free workplace for RRHA 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 workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of RRHA that RRHA maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. 12. For the purposes of Section 11, "drag-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract or this Agreement. 13. Notwithstanding the foregoing, if, by reason of Force Majeure, any party is unable to perform or observe any agreement, term or condition of this Agreement which would give rise to a default by that party of any obligation under this Agreement, that party shall not be deemed in default during the continuance of such inability or due to such inability. Provided, however, that the party seeking to apply this Section must give written notice to the other parties within a reasonable period of time after the occurrence of the event in question. The term "Force Majeure" shall mean: acts of God; strikes; lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or the Commonwealth or any of their departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning, earthquakes; environmental problems; fires; hurricanes; tornados; storms; {#0937272-1,077836-00363-01} droughts; floods, arrests; restraint of government and people; explosions; breakage, malfunction or accident to facilities, machinery, transmission pipes or canals; shortages of labor, materials, supplies or transportation; any property on which work is to be done being too wet to allow work to be done on it; or any cause or event not reasonably within the control of the party seeking to apply this Section. SIGNATURES ON NEXT PAGE {#0937272-1,077836-00363-01} CITY OF ROANOKE Attest: By: City Manager ROANOKE REDEVELOPMENT AND HOUSING AUTHORITY Attest: By: Executive Director Appropriation of Funds for this contract certified: City of Roanoke By: Director of Finance Approved as to Form: City of Roanoke By:. City Attomey Approved as to Execution: City of Roanoke By:. City Attorney {#0937272-1, 077836-00363-01 } JESSE A. HALL Director of Finance CITY OF ROANOKE DEPARTMENT OF FINANCE 215 Church Avenue, S.W., Room 461 P.O. Box 1220 Roanoke, Virginia 24006-1220 Telephone: (540) 853-2821 Fax: (540) 853-6142 ANN H. SHAWVER Deputy Director email: ann shawver~ci roanoke,va.us September 19, 2005 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: July Financial Report The adopted budget for fiscal year 2006 totals $223.8 million representing a 5.7% increase over the previous year. This financial report covers the first month of activity for fiscal year 2006. 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 certain revenues and expenditures into the prior year, and accompanying accounting reversal, causes some categories to have very small or even negative balances in the early months of fiscal year 2006 until current year activity exceeds the impact of the reversals. The following narrative provides commentary on the significant events of this first fiscal month. Revenues Revenues for July 2005 decreased compared to the prior fiscal year and are negative in total, as well as in several of the individual categories, due to the accrual of amounts to the prior year without collections in the current year to offset the impact of the reversed accrual. Some revenues, whether positive or negative in balance, have additional variances from the prior year and are addressed as follows: General Property Taxes decreased as a result of higher personal property tax refunds over the first month of FYOS, as well as a difference in the aforementioned accrual reversals. Other Local Taxes decreased in part due a timing difference in the collection of the Cable Television Franchise tax as well as the timing of the previously mentioned accrual reversals. Revenue from the Use of Money and Property increased over the prior year as a result of interest income on the Budget Stabilization Reserve. The reserve was established in late FY05 by transfer from the Debt Service Fund. Honorable Mayor and Members of Council September 19, 2005 Page 2 Grants-in-aid Commonwealth varies due to a difference in Comprehensive Services Act revenue accrued to the prior fiscal year. Grants-in-aid Federal Government reflects an accrual reversal in FY06, but not FY05, due to a timing difference in collections versus the prior year. Charges for Services revenues declined due to a timing difference in the collection of fees for housing Federal prisoners. Internal Services increased in part due to a timing difference in the billings to the Schools for Comprehensive Services Act and School Resource Officers expenditures. Miscellaneous Revenue increased as a result of insurance proceeds and the receipt of registration fees for the upcoming Building New Partnerships Conference. Expenditures The FY06 expenditure budget includes funding of approximately $ ~ .5 million to cover contracts and purchase orders made during FY05 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. Additionally, General Fund expenditures of all departments are affected by the 3% average pay raise granted to City employees beginning July 1, 2005. Other than these items which affect most categories of expenditures, variances between FY05 and FY06 are addressed as follows. Public Safety costs increased in part due to the additional 4% Police Department pay raise which went into effect January 1, 2005. Furthermore, the contract for Jail food services was encumbered earlier in the current year than prior year. Health and Welfare expenditures exceeded those of the prior fiscal year. An increase both the number of foster care children and special needs placements resulted in higher foster care and special needs adoption costs. Parks, Recreation and Cultural expenditures increased as a result of certain costs of Recreation activities being encumbered earlier than in the prior year. Additionally, there is a timing difference in payments providing funding to various cultural agencies through the Roanoke Arts Commission cost center. Transfer to Debt Service Fund expenditures decreased due to a timing difference in the transfer of funds for the August 1" debt service payments. Nondepartmental expenditures decreased due to a change in the billing methodology of the Fleet and Department of Technology funds. Beginning in FY06, the General Fund will cover capital outlay for these departments through a billing to user departments instead of by a General Fund transfer as in prior years. This will cause a decline in the nondepartmental category and an offsetting increase in numerous other categories throughout FY06. Additionally, in FY06, the Greater Roanoke Transit Company's first quarter subsidy was only for Honorable Mayor and Members of Council September 19, 2005 Page 3 one quarter of the year, whereas the FY05 first quarter subsidy covered two quarters of the year based on cash flow needs. Sincerely, Director of Finance JAH:ca Attachments C; Darlene L. Burcham, City Manager William M. Hackworth, City Attorney Mary F. Parker, City Clerk Rolanda A. Russell, Assistant City Manager James Grigsby, Acting Assistant City Manager Marvin T. Thompson, Superintendent, Roanoke City Schools Kenneth F. Mundy, Jr., Executive Director of Fiscal Services Sherman M. Stovall, Director of Management and Budget CITY OF ROANOKE, VIRGINIA GENERAL FUND STATEMENTOFREVENUE Revenue Source General Property Taxes Other Local Taxes Permits, Fees and Licenses Fines and Forfeitures Revenue from Use of Money and Property Grants-in-Aid Commonwealth Grants-in-Aid Federal Government Charges for Services Internal Services Miscellaneous Revenue Total Year to Date for the Period July I - July 31 July I - July 31 Percentage 2004-2005 2005-2006 of Change Current Fiscal Year Percent of Revised Revenue Revenue Estimate Estimates Received (330,744) $ (373,595) (931,821) (1,611,856) 133,782 131,307 109,766 108,410 15,247 41,626 (1,653,403) (1,270,202) (19,385) 559,610 377,392 (40,247) 35,363 57,631 79,857 -12.96% $ 93,243,000 -0.40% -72.98% 65,801,000 -2.45% -1.85% 1,069,000 12.28% -1.24% 1,354,000 8.01% 173.01% 722,000 5.77% 23.18% 49,926,105 -2.54% -100.00% 38,000 -51.01% -32.56% 8,891,000 4.24% 187.86% 2,527,000 1.40% 38.57% 384,000 20.80% $ (2,080,179) $ (2,501,083) -20.23 % $ 223,955,105 -1.12% STATEMENT OF EXPENDITURES AND ENCUMBRANCES Year to Date for the Period July 1 - July 31 July I - July 31 Expenditures 2004-2005 2005-2006 General Government 1,109,789 1,128,352 Judicial Administration 445,849 482,808 Public Safety 5,692,930 6,418,016 Public Works 2,177,025 1,996,832 Health and Welfare 1,723,374 1,938,275 Parks, Recreation and Cultural 878,711 1,120,414 Community Development 801,275 793,044 Transfer to Debt Service Fund 5,193,950 130,831 Transfer to School Fund 4,324,160 4,529,358 Nondepartmental 1,100,374 438,480 Total $ 23,447,437 18,978,410 Current Fiscal Year Percent of Percentage Unencumbered Revised Budget of Change Balance Appropriations Obligated 1.67 % $ 11,008,336 $ 12,136,688 9.30% 8.29 % 6,521,468 7,004,276 6.89% 12.74 % 49,373,798 55,791,814 11.50% -8.19 % 21,520,604 23,519,436 8.50% 12.47 % 28,782,862 30,721,137 6.31% 27.51 % 8,510,759 9,631,173 11.63% -1.03 % 4,744,212 5,537,256 14.32% -97.48 % 17,593,887 17,724,718 0.74% 4.75 % 49,822,941 54,352,299 8.33% -60.15 % 8,575,974 9,014,454 4.86% -19.06% $ 206,454,841 $ 225;433,251 8.42%, CITY OF ROANOKE, VIRGINIA CIVIC FACILITIES FUND COMPARATIVE INCOME STATEMENT FOR THE MONTH ENDING JULY 31, 2005 Operating Revenues Rentals Event Expenses Admissions Tax Electrical Fees Facility Surcharge Charge Card Fees Commissions Catering/Concessions Other Total Operating Revenues Operating Expenses Personal Services Operating Expenses Depreciation Total Operating Expenses Operating Loss Nonoperating Revenues (Expenses) Interest on Investments Transfer from General Fund Interest and Fiscal Charges Miscellaneous Net Nonoperating Revenues (Expenses) Net Loss FY 2006 $ 16,425 624 779 (30) 1,412 32 5O 137 1,738 21,167 147,774 44,468 47,268 239,510 (218,343) 4,138 (7,828) 111 (3,579) $ (221,922) FY 2005 $ 18,075 2,201 871 90 1,927 34 1,632 217 25,047 141,309 28,962 39,887 210,158 (185,111) 2,037 42,324 872 45,233 $ (139,878) 2 CITY OF ROANOKE, VIRGINIA PARKING FUND COMPARATIVE INCOME STATEMENT FOR THE MONTH ENDING JULY 31, 2005 Operating Revenues Century Station Parking Garage Williamson Road Parking Garage Market Square Parking Garage Church Avenue Parking Garage Tower Parking Garage Gainsboro Parking Garage Williamson Road Surface Lots Norfolk Avenue Surface Lot Gainsboro Surface Lot Church Avenue Lot Bullitt Avenue Lot Salem Avenue Surface Lot West Church/YMCA 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 Net Income FY 2006 $ 39,248 43,924 19,465 60,347 40,664 10,921 6,845 3,983 2,375 3,800 6,608 1,887 1,366 241,433 19,638 47,739 67,377 174,056 6,678 (25,013) (18,335 $ 155,721 FY 2005 $ 38,668 43,687 19,989 51,652 30,685 8,320 8,097 6,595 5,206 3,800 6,641 3,675 227,015 68,102 50,887 118,989 108,026 2,369 (26,871) (24,502) $ 83,524 CITY OF ROANOKE, VIRGINIA MARKET BUILDING FUND INCOME STATEMENT FOR THE MONTH ENDING JULY 31, 2005 Operating Revenues Retail Space Rental Total Operating Revenues Operating Expenses Operating Expense Depreciation Total Operating Expenses Operating Income Nonoperating Revenues Interest on Investments Miscellaneous Net Nonoperating Revenues Net Income FY 2006 $ 23,139 23,139 1,798 642 2,440 20,699 221 130 351 $ 21,050 FY 2005 $ 18,415 18,415 8,675 634 9,309 9,106 92 92 $ 9,198 4 CITY OF ROANOKE, VIRGINIA CITY TREASURER'S OFFICE GENERAL STATEMENT OF ACCOUNTABILITY FOR THE MONTH ENDED JULY 31, 2005 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 JULY 31, 2005. BALANCE AT BALANCE AT BALANCE AT FUND JUN 30, 2005 RECEIPTS DISBURSEMENTS JUL 31, 2005 JUL 31, 2004 GENERAL $21,015,270.15 $13,240,612.75 $11,833,964.87 $22,421,918.03 $3,248,262.12 WATER 420.00 0.00 0.00 420,00 1,246,382.97 WATER POLLUTION CONTROL 1,738.22 0.00 0.00 1,738.22 (161,028.70) CIVIC FACILITIES 6,788,449.86 76,749.64 164,940.09 6,700,269.41 1,655,403.99 PARKING 3,813,956.13 250,492.72 93,182,57 3,971,266.28 1,061,462.25 CAPITAL PROJECTS 57,277,601.55 1,293,548.29 1,105,916.28 57,465,233.56 50,857,006.05 MARKET BUILDING OPERATIONS 109,445.06 33,387.18 43,171.82 99,660.42 87,790.48 CONFERENCE CENTER 4,092,877.25 8,140.23 4,989.06 4,096,028.42 3,769,452.30 DEBT SERVICE 1,519,213.44 2,221.45 3,616,67841 (2,095,243.$2) 6,870,767.83 DEPT OF TECHNOLOGY 3,440,542.84 267,231.63 230,588.26 3,477,186.21 4,451,828.24 FLEET MANAGEMENT 230,668.03 0.00 634,978.93 (404,310.90) (293,299.22) PAYROLL (7,885,281.27) 11,142,270.85 12,654,736.56 (9,397,746.98) (9,254,472.22) RISK MANAGEMENT 12,157,937.62 94,817.00 993,480.51 t t ,269,274.11 12,267,115.86 PENSION 825,381.33 375,202.89 491.22 1,200,093.00 856,300.45 SCHOOL FUND 3,378,729.12 5,417,776.47 6,090,147.58 2,706,388.01 4,271,575.13 SCHOOL CAPITAL PROJECTS 11,287,679.00 0.00 2,213,841.12 9,073,837.88 4,370,749.29 SCHOOL FOOD SERVICE 272,163.48 205,785.07 314,406.33 163,~42.22 186,528.02 FDETC 0.00 0.00 0.00 0.00 558.94 GRANT 847,321.84 344,487.43 537,331.85 654,477.42 787,690.01 TOTAL $119,174,113.65 $32,752,723.60 $40,532,845.46 $111,393,991.79 $86,280,073.79 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 JULY 31, 2005. 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) VIRGINIA SNAP PROGRAM (U. S. SECURITIES) TOTAL $7,843.66 6,394,982.87 5,600,000.00 8,918,822.23 6,751,827.t0 10,708,328.13 23,746,089.38 22,372,941.93 29,893,t 56.60 $111,393,991.79 AUGUST17,2005 R. RICRARD HALE, JR. CHIEF DEPUTY TREASURER CITY OF ROANOKE PENSION PLAN STATEMENT OF CHANGES IN PLAN NET ASSETS FOR THE MONTH ENDED JULY 31, 2005 Additions: FY 2006 FY 2006 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) Totar Additions (Deductions) $ 95,076 $ 117,117 7,620,900 13,980 7,634,880 (97,612) 7,732,492 $ 7,827,568 (7,012,131) (45,817) (7,057,948) (99,139) (6,958,809) $ (6,841,692) 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 July 31 $ 1,771,193 4,489 1,775,682 6,061,886 318,675,367 $324,727,263 $ 1,666,019 3,596 1,669,615 (8,511,307) 306,925,352 $298,414,045 Note: Negative amounts reflect the reversal of accrual accounting entries made for fiscal year-end financial reporting purposes. 6 CITY OF ROANOKE PENSION PLAN BALANCE SHEET JULY 31, 2005 Assets FY 2006 FY 2006 Cash Investments, at Fair Value Due from Other Funds Other Assets Total Assets $ 1,166,891 325,338,529 353 $ 326,505,773 $ 854,160 299,242,297 14,218 6,531 $ 300,117,206 Liabilities and Fund Balance Liabilities: Due to Other Funds Accounts Payable Total Liabilities Fund Balance: $ 1,771,847 6,673 1,778,520 318,675,367 6,051,886 324,727,253 $ 326,505,773 $ 1,667,541 35,620 1,703,161 306,925,352 (8,511,307) 298,414,045 $ 300~117,206 Fund Balance, July 1 Net Gain (Loss) - Year to Date Total Fund Balance Total Liabilities and Fund Balance 7 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 September 22, 2005 File #100 Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: I am attaching copy of Ordinance No. 37187-091905 authorizing the City Manager to execute Amendment No. 2 to the Agreement dated December 24, 2002, between the City of Roanoke and the YMCA of Roanoke Valley, Inc., to extend the date by which the YMCA must transfer to the City of Roanoke a portion of the property on which the former YMCA facility is located to December 30, 2005. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, Deputy City Clerk SMM:ew Attach ment K:~AGENDA CORRESPONDENCE~agenda correspondence 05~Sept 05~Sept 19 2005 correspondence,doc Darlene L. Burcham September 22, 2005 Page 2 pc: Jesse A. Hall, Director of Finance Rolanda B. Russell, Assistant City Manager for Community Development James Grigsby, Acting Assistant City Manager for Operations Sherman M. Stovall, Director, Office of Management and Budget Steven C. Buschor, Director, Parks and Recreation F. Calvin Johnson, Executive Director, YMCA of Roanoke Valley, Inc., P. O. Box 2130, Roanoke, Virginia 24016 K:~AGENDA CORRESPONDENCE~genda correspondence 05~Sept 05~Sept 19 2005 correspondence.doc IN THE COUNCIL O~ THE CITY OF ROANOKE, VIRGINIA, The 19th day of September, 2005. No. 37187-891905. AN ORDINANCE authorizing the City Manager to execute Amendment No. 2 to the Agreement dated December 24, 2002, between the City of Roanoke and the YMCA of Roanoke Valley, Inc. ("YMCA"), to extend the date by which the YMCA must transfer to the City of Roanoke a portion of the property on which the former YMCA facility is located to December 30, 2005; and dispensing with the second reading by title of this ordinance. BE IT ORDAINED by the Council of the City of Roanoke as follows: 1. The City Manager and City Clerk are hereby authorized to execute and attest, respectively, on behalf of the City, in form approved by the City Attorney, Amendment No. 2 to the Agreement dated December 24, 2002, between the City of Roanoke and the YMCA, to extend the date by which the YMCA must transfer to the City of Roanoke a portion of the property on which the former YMCA facility is located to December 30, 2005. 2. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: ity Clerk. WILLIAM M. HACKWORTH CITY ATTORNEY CITY OF ROANOKE OFFICE OF CITY ATTORNEY 464 MUNICIPAL BUILDING 215 CHURCH AVENUE, SW ROANOKE, VIRGINIA 24011 - 1595 TELEPHONE: 540-853 2431 FAX: 540-853 1221 EMAIL: cityattyCc~ roanokeva gov September 19, 2005 TIMOTHY R. SPENCER STEVEN J. TALEVI GARY E. TEGENKAMP DAVID L. COLLINS HEATHER p. FERGUSON ASSISTAN I' CITY ATTORNEYS Honorable C. Nelson Harris, Mayor and Members o f City Council Roanoke, Virginia Re~ Amendment No. 2 to Agreement between City of Roanoke and YMCA of Roanoke Valley, Inc., dated December 24, 2002 Dear Mayor Harris and Members of Council: Subparagraph A of Paragraph No. 12 of the Agreement dated December 24, 2002, between the City of Roanoke ("City") and YMCA of Roanoke Valley, Inc. ("YMCA"), requires the YMCA to transfer a portion of the property on which the old YMCA facility is located to the City by April 29, 2005 (the original date was March 1, 2005, which was extended by Amendment No. 1). However, the Agreement requires the YMCA to remove all hazardous substances from the old YMCA facility before the YMCA transfers it to the City. Because of complications related to the removal of asbestos and other hazardous substances from the facility, the YMCA has not completed the removal and has not, therefore, transferred the property to the City. Accordingly, the YMCA has requested that the City agree to extend the deadline by which the YMCA must transfer the property to the City until December 30, 2005. For the reasons stated above, I recommend adoption of the attached ordinance, which authorizes the City Manager to execute an appropriate amendment to the agreement with the YMCA to accomplish the above. With kindest personal regards, I am Sincerely yours, William M. Hackworth City Attorney WMH/SJT:s Attachment cc: Darlene L. Burnham, City Manager James Grigsby, Acting Assistant City Manager Rolanda Russell, Assistant City Manager Steve Buschor, Director of Parks and Recreation Cal Johnson, Executive Director, YMCA of Roanoke Valley, Inc. MARY E PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, ~r~rginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk @ c Lroanoke.va.us STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk September 22, 2005 File #60-467 Kathy G. Stockburger, Chair Roanoke City School Board 2506 Cornwallis Avenue, S. E. Roanoke, Virginia 24014 Dear Ms. Stockburger: I am enclosing copy of Ordinance No. 37188-091905 appropriating funds for the 2005-06 Title I Even Start Family Literacy Grant, 2005-06 Title I School Improvement Program, 2006 Title I D At-Risk Juvenile Detention Center Reading Program, 2005-06 Governor's School Program, and 2005-06 Patrick Henry Youth Court, and amending and reordaining certain sections of the 2005-2006 School Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Enclosure K:~AGENOA CORRESPONDENCE~agenda correspondence 05~Sept 05~Sept 19 2005 correspondence.doc Kathy G. Stockburger September 22, 2005 Page 2 pc: Darlene L. Burcham, City Manager Jesse A. Hall, Director of Finance Sherman M. Stovall, Director, Office of Management and Budget Marvin T. Thompson, Superintendent, Roanoke City Public Schools, 40 Douglas Avenue, N. W., Roanoke, Virginia 24012 Kenneth F. Mundy, Executive Director Fiscal Services, Roanoke City Public Schools, 40 Douglas Avenue, N. W., Roanoke, Virginia 24012 Cindy H. Lee, Clerk, Roanoke City School Board, P. O. Box 13145, Roanoke, Virginia 24031 K:~AGENDA CORRESPONDENCE~agenda correspondence 05~Sept 05~Sept 19 2005 correspondence.doc IN THE COUNCIL Of THE CITY Of ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37188-091905. AN ORDINANCE to appropriate funding for the 2005-06 Title I Even Start Family Literacy Grant, 2005-06 Title I School Improvement Program, 2006 Title I D At-Risk Juvenile Detention Center Reading Program, 2005-06 Governor's School Program, and 2005-06 Patrick Henry Youth Court, amending and reordaining certain sections of the 2005-2006 School 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 2005-2006 School Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows: Appropriations Early Childhood Teachers Early Childhood Aide Retiree Health Credit Social Security State Retirement Health Insurance Teacher Stipends Social Security Contracted Professional Development Printing Expenses Staff/Consultant Travel Transportation of Students Evaluation Services Food Instructional Materials Teacher Stipends Social Security Health Insurance Travel Instructional Materials Teachers Counselor Substitute Teachers Intercession/Mentorship Retiree Health Credit Social Security State Retirement 030-061-6133-6000-0121 030-061-6133-6000-0141 030-061-6133-6000-0200 030-061-6133-6000-0201 030-061-6133-6000-0202 030-061-6133-6000-0204 030-061-6138-6000-0129 030-061-6138-6000-0201 030-061-6138-6000-0313 030-061-6138-6000-0351 030-061-6138-6000-0551 030-061-6138-6000-0583 030-061-6138-6000-0584 030-061-6138-6000-0602 030-061-6138-6000-0614 030-062-6139-6104-0121 030-062-6139-6104-0201 030-062-6139-6104-0204 030-062-6139-6104-0551 030-062-6139-6104-0614 030-062-6339-6146-0121 030-062-6339-6146-0123 030-062-6339-6146-0021 030-062-6339-6146-0129 030-062-6339-6146-0200 030-062-6339-6146-0201 030-062-6339-6146-0202 6,845 17,159 175 2,501 2,748 (5,899) (17,800) (1,360) 134,700 30,000 8,500 (18,000) 35,000 (2,250) (90) 20,200 1,545 5,363 3,000 3,000 51,559 1,543 12 4O5 95 2,456 6,055 Health Insurance Conference Travel Director Clerical Retiree Health Credit Social Security Retirement Health Insurance Conference Travel Administrative Supplies Temporary Clerical Support Social Security Library Materials Instructional Technology Custodian Social Security City Retirement Health Insurance Electrical Service Natural Gas/VVater Service Interest on Debt Purchased Services Travel Supplies Revenues Federal Grant Receipts Federal Grant Receipts Federal Grant Receipts State Grant Receipts Fees Federal Revenue 030-062-6339-6146-0204 030-062-6339-6146-0554 030-062-6339-6319-0126 030-062-6339-6319-0151 030-062-6339-6319-0200 030-062-6339-6319-0201 030-062-6339-6319-0202 030-062-6339-6319-0204 030-062-6339-6319-0554 030-062-6339-6319-0601 030-062-6339-6346-0151 030-062-6339-6346-0201 030-062-6339-6346-0613 030-062-6339-6346-0826 030-062-6339-6681-0192 030-062-6339-6681-0201 030-062-6339-6681-0203 030-062-6339-6681-0204 030-062-6339-6681-0511 030-062-6339-6681-0512 030-062-6339-6998-0902 030-063-6888-6100-0311 030-063-6888-6100-0551 030-063-6888-6100-0614 030-061-6133-1102 030-061-6138-1102 030-062-6139-1102 030-062-6339-1100 030-062-6339-1103 030-063-6888-1102 7,000 1,500 3,344 2,502 (633) 447 1,310 500 500 (4,500) 62 28 99 (2,000) 566 43 48 500 990 416 (9,639) 44,500 2,500 1,000 23,529 168,700 33,108 18,774 46,434 48,000 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. AT~'I'EST: . City Clerk. ROANOKE CITY SCHOOL BOARD P. O. Box 13145 Roanoke, Virginia 24031 (540) 853-2381 September 19, 2005 The Honorable C. Nelson Harris, Mayor and Members of Roanoke City Council Roanoke, VA 2401! Dear Members of Council: As the result of official School Board action at its meeting on September 13, the Board respectfully requests City Council to appropriate the following funds: · $23,529.00 for the Title I Even Start Family Literacy Grant to provide staff and funding for parental and preschool workshops for family literacy efforts at the preschool and adult education levels. This continuing program is one hundred percent reimbursed by federal funds. · $168,700.00 for the Title I School Improvement program to aid the division in its effort to provide strategies to increase student learning at seven Iow-performing schools. The program also will help fund the opportunity for students to choose a higher- performing school as an alternative. This continuing program is one hundred percent reimbursed by federal funds. · $33,108.00 for the Title I D At-Risk 3uvenile Detention Center Reading program to employ a part-time reading teacher at the Center. This continuing program is one hundred percent reimbursed by federal funds. Members of Council Page 2 September 19, 2005 $65,208.00 for the 2005-06 Governor's School program to provide instruction in science and math to high school students. The program will be supported by State funds and tuition collected from participating school districts. This is a continuing program. $48,000.00 for the Patrick Henry Youth Court program to provide for the supervision and materials necessary to continue the school-based youth court at Patrick Henry High School. The program will provide instruction in the legal process and will allow for alternative disciplinary actions. This is a continuing program. The School Board thanks you for your approval of the above request. re Sincerely, Cin~v~ee, Clerk CC: Mrs. Kathy G. Stockburger Mr. Marvin T. Thompson Mr. Bernard J, Godek Mr. Kenneth F. Mundy Mrs. Darlene Burcham Mr. William M. Hackworth Mr. Jesse A. Hall Mr. Paul Workman (with accounting details) CITY OF ROANOKE Office of the City Clerk Mary F. Parker, CMC City Clerk September 22, 2005 File #5-132 Stephanle M. Moon, CMC Deputy City Clerk Sheila N. Hartman Assistant City Clerk Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: At the regular meeting of Council of the City of Roanoke held on Monday, September 19, 2005, Council Member Lea expressed concern with regard domestic violence in the City of Roanoke. You were requested to report to Council with regard to the appointment of a task force to study the issue. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew K:~AGENDA CORRESPONDENCE~genda correspondence 0b~Sept 05\Sept 19 2005 correspondence.doc cn'y., of o_ ?om Off~ce of the C~ty Clerk Mary F. Parker, CMC City Clerk September 22, 2005 File #68 Stephanie M. Moon, CMC Deputy City Clerk Sheila N. Hartman Assistant City Clerk Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: At a regular meeting of Council of the City of Roanoke held on Monday, September 19, 2005, Council approved a $10,000.00 contribution from the City Manager's Contingency account to the American Red Cross Disaster Relief Fund to be used to aid victims of Hurricane Katrina. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew K:~AGENDA CORRESPONDENCE~agenda correspondence 05~Sept 05\Sept 19 2005 correspondence.doc MARY F. PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, Xr~ginJa 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-malE clerk @ ci.roanoke.va.us STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk September 22, 2005 File #15-110-192 Mr. Paul P. Anderson 1335 Ivy Street, S. E. Roanoke, Virginia 24014 Dear Mr. Anderson: At a regular meeting of the Council of the City of Roanoke which was held on Monday, September 19, 2005, you were reappointed as a member of the Roanoke Civic Center Commission, for a term ending September 30, 2008. Enclosed you will find a Certificate of your reappointment 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, 2].5 Church Avenue, S. W., prior to serving in the capacity to which you were reappointed. 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 member is required "to read and become familiar with provisions of the Act." Mr. Paul P. Anderson September 22, 2005 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 Roanoke Civic Center Commission. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk MFP:ew Enclosure pc: Linda Vaught, Secretary, Roanoke Civic Center Commission Thomas G. Powers, Chair, Roanoke Civic Center Commission, 329 Darwin Road, S. W., Roanoke, Virginia 24014 COMMONWEALTH OF VIRGINIA) ) CITY OF ROANOKE ) To-wit: I, Stephanie M. Moon, Deputy City Clerk, and as such Deputy 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 nineteenth day of September, 2005, PAUL P. ANDERSON was reappointed as a member of the Roanoke Civic Center Commission, for a term ending September 30, 2008. Given under my hand and the Seal of the City of Roanoke this twenty- second day of September, 2005. , ~ Deputy City Clerk (. MARY F. PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, V'nginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk @ ci.roanoke.va.u s STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk September 22, 2005 File #110-32 Mr. Reginald P. Church 1712 Greenwood Road, S. W. Roanoke, Virginia 24016 Dear Mr. Church: At a regular meeting of the Council of the City of Roanoke which was held on Monday, September 19, 2005, you were reappointed as a member of the Local Board of Building Code Appeals, for a term ending September 30, 2010. Enclosed you will find a Certificate of your reappointment 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 reappointed. 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 member is required "to read and become familiar with provisions of the Act." Mr. Reginald P. Church September 22, 2005 Page 2 On behalf of the Mayor and Members of City Council, I would like to express appreciation for your willingness to continue your service to the City of Roanoke as a member of the Local Board of Building Code Appeals. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Enclosures pc: Harry F. Collins, Sr., Chair, Local Board of Building Code Appeals, 6603 Northway Drive, N. W., Roanoke, Virginia 24019 Martha P. Franklin, Secretary, Local Board of Building Code Appeals COMMONWEALTH OF VIRGINIA) ) To-wit: CITY OF ROANOKE ) I, Stephanie M. Moon, Deputy City Clerk, and as such Deputy 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 nineteenth day of September, 2004, REGINALD P. CHURCH was reappointed as a member of the New Construction Code, Board of Appeals, for a term ending September 30, 2010. Given under my hand and the Seal of the City of Roanoke this twenty-second day of September, 2005. IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37178-091905. A RESOLUTION memorializing the late Corinne Beasley Gott, a former city Social Worker and Superintendent of Roanoke's Department of Social Services for 30 years. WHEREAS, the members of Council learned with sorrow of the passing of Ms. Gott on Thursday, July 7, 2005; WHEREAS, Ms. Gott grew up in Lynchburg, Virginia, and graduated from Lynchburg College with a degree in social work; WHEREAS, Ms. Gott began her service with the City of Roanoke in 1950 as a Social Worker; WHEREAS, Ms. Gott married Steve Gott in 1956 and was the mother of three girls-- Nancy, Lou Ann, and Jayne; WHEREAS, Ms. Gott designed projects to help low-income children attend school; WHEREAS, Ms. Gott served on a number of committees aimed at setting guidelines for helping families leave welfare; WHEREAS, Ms. Gott was the chairwoman of the Social Ministry Committee of Christ Evangelical Lutheran Chumh for 10 years; WHEREAS, Ms. Gott is remembered as someone with compassion, a sense of justice, empathy, and the willingness to say what might not be popular in order to champion the needs of people living in poverty; WHEREAS, during her 30-year tenure as Superintendent, Ms. Gott aided in the growth of the Roanoke Social Services Department and saw it increase in size from 69 staffmembers to almost 200, with an $18 million budget; L:\A'FrORNEY%DATA\CLFF 1 ~lEA~URES%-memo6al~zlng~xx, inn.gotl. 1 .doc WHEREAS, Ms. Gott, upon her retirement in 2000, was the recipiem of the Noel C. Taylor Humanitarian Award from Total Action Against Poverty in Roanoke Valley, and received numerous other awards and citations, as she gave her time and talent to many community and civic organizations; WHEREAS, Ms. Gott, who retired in 2000, was the longest-serving member of any Social Services Department in the Commonwealth of Virginia; and WHEREAS, Ms. Gott was an advocate for the disadvantaged, respected the dignity of each person regardless of their socio-economie level, and dedicated her life to trying to make things better for the citizens of Roanoke who needed services. THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows: 1. City Council adopts this resolution as a means of recording its deepest regret and sorrow at the passing of Corinne Beasley Go~ and extends to her family its sincerest condolences. 2. The City Clerk is directed to forward an attested copy of this resolution to Ms. Gott's daughters, Nancy Baugh of Richmond, Virginia; and to Leu Ann Gott and Jayne Harmon, of Roanoke, Virginia. ATTEST: City Clerk. L:\ATI'ORNEY~DATA\CLFF I'~EA~ URE$',t-~ge~rinnegotl. 1 .doc MARY F. PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, ~rlrginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk @ ci.roanoke.va.us STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk September 22, 2005 File #80 Mrs. Jean O. Trent 7346 Tinkerview Road Roanoke, Virginia 24018 Dear Mrs. Trent: I am enclosing copy of Resolution No. 37179-091905 memorializing the late' Warren E. Trent, former Coordinator of Emergency Services for the City of Roanoke. The Mayor, Members of Council and citizens of the City of Roanoke send their deepest regret and sorrow at the passing of your husband and extends their sincerest condolences. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005. Sincerely, Stephanie M. Moon, CMC Deputy City Clerk SMM:ew Enclosure K:~AGENDA CORRESPONDENCE~agenda correspondence 05~Sept 05\Sept 19 2005 correspondence.doc IN THECOUNCILOFTHECITY OF ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37179-091905. A RESOLUTiON memorializing the late Warren E. Trent, former Coordinator of Emergency Services for the City of Roanoke. WHEREAS, the members of Council learned with sorrow of the passing of Mr. Trent on Monday, August 1, 2005; WHEREAS, Mr. Trent began working for the City in 1962 and gave 28 years of service to the citizens of Roanoke; WHEREAS, Mr. Trent was a Mason and a Shfiner; WHEREAS, during his career as a public servant, Mr. Trent played key roles in designing emergency response systems linking together fire, rescue, police, and hospitals in ways that would provide the fastest, most effective response to any disaster resulting in mass casualties; WHEREAS, at the heig~ of the Cold War, Mr. Trent helped set up fallout shelters and plan evacuation routes for the City of Roanoke in case of nuclear attack; WHEREAS, Mr. Trent was instrumental in designing the Emergency Command Center, located on the first floor of the Roanoke Courthouse, from which the Governor, as well as State and local government officials could continue to function as a working unit should disaster strike; WHEREAS, Mr. Trent, a founding member of the Roanoke Lifesaving Crew, one of the first volunteer rescue squads in the nation, later helped organize the Williamson Road Lifesaving Crew where he served for 25 years, 12 of those as captain; WHEREAS, in August 1990, the Executive Committee of the Virginia Emergency Management Association created "The Warren E. Trent Award for Outstanding Achievement in L:L~TrORNEY~DATA\CLFF I LMEASURES¥-me~noglallz~gwan'~,~nt.doc Emergency Management," recognized by this Association as the highest honor that could be bestowed on a local official; WHEREAS, Mr. Trent was a loving husband to his wife of 56 years, Jean, and a devoted father to his son, Alan; and WHEREAS, Mr. Trent also enjoyed hunting and fishing. THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows: 1. City Council adopts this resolution as a means of recording its deepest regret and sorrow at the passing of Warren E. Trent, and extends to his family its sincerest condolences. 2. The City Clerk is directed to forward an attested copy of this resolution to Mr. Trent's widow, Jean Trent of Roanoke, Virginia. ATTEST: City Clerk. L:~a. TTORI~IEY~DATA~2LFF1 XMEASURES~t .memodalizlngwa~mta~nt,doc BID FORM Lease of air rights over a portion Kirk Avenue, S.W., located in the City of Roanoke, Virginia for a term of sixty (60) years DATE: 9115105 SUBMITTED BY: Musselwhite Holdings, L.L.C. Firm Name Roanoke City Council c/o City Clerk's Office Room 456, Municipal Building 215 Church Avenue, S.W. Roanoke, Virginia 24011 The undersigned hereby proposes and agrees, if this Bid is accepted, to enter into and be bound by the Lease of Air Space for Balconies. A copy of such lease is on file in the Office of the City Clerk. The firm to which such Lease is awarded shall first execute a bond with good and sufficient security in favor of the City in such amount as the City shall determine. Bid: One Time Rental Fee: Two Thousand DOLLARS ($ 2,000.00 ) Bid Term: Commencing onOC~°,h~0~, and ending onSept. 30 ,2065. State the complete firm name of Bidder, exactly as it is recorded with the State Corporation Commission. EXACT FIRM NAME OF BIDDER Musselwhi te Holdings, L.L.C. BY Stephen A. Mussel~nite TITLE Managing Member BUSINESS ADDRESS 102 North Mi tchel I Road CITY Vinton STATE VA ZIP CODE 24179 MAILING ADDRESS (if different than business address) TELEPHONE 540-989-4531 FAX NUMBER 540-989-2782 DIRECTIONS FOR MAILING BIDS: If bids are sent by mail, they shall be sent by certified mail, return receipt requested. Opaque envelopes containing bids must be sealed, marked and addressed as follows: Roanoke City Council C/o City Clerk Room 456, Municipal Building 215 Church Avenue, S.W. Roanoke, Virginia 24011 Please label in large letters on the front and back of envelope: "BID OF LEASE OF AIR RIGHTS FOR BALCONIES NOT TO BE OPENED UNTIL COUNCIL MEETING AT 7:00 PM ON SEPTEMBER 19, 2005" Project: Air Rights Lease - Kirk Avenue Bid Form The Roanoke Times Roanoke, Virginia PUBLIC llOTICE A#D Affidavit of Publication ADVER'T1SEMEflT FOR BIDS ................... balconies over a portion of .............................. + - Kirk Avenue, S.W., located in MARY F. PARKER IPursuant to the CITY OF ROANOKE CLERKIS OFFICE iand21Ol, et seq,, of the 215 CHURCH AVE SW RM 456 amended, notice is hereb NOEL C. TAYLOR MUNICIPAL BLDG. Roanoke, Virginia, propose REFERENCE: 32143302 commencing as soon as all 07700234 PUBLICNOTICEANDADVER been met, to provide is publisher of the Roanoke Times, a daily hesou hsdeof Krk published in said newspapers on the following over Kirk Avenue, the City/County of Roanoke, Commonwealth/State of KlrkAvenue, SS8=50,22. ~..%i E, 16.O0 feet to the point of _~__day of September 2005. Witness my hand and baTconyeasementlocated; g f~f'~c ~'; 1 seal. vert~cal,y approximately 12 ..... tarv Public ~.d ' - PUBLISH~D ON: 09/07 09/14 outslde llne of an aerial TOTAL COST: 93~ . 04 existi~gright-of-r-~ayll~eol F I LED ON: 0 9 / 1 6 / 0 5 ~ E, 10,00 feet to the point ol .................................................. +- jBEGINNING, said aerial Mary F, Parker, City Clerk (770~)% PUBLIC NOTICE AND ADVERTISEMENT FOR BIDS Lease of air rights for balconies over a portion of Kirk Avenue, S.W., located in the City of Roanoke, Virginia Pursuant to the requirements of §15.2-2100 and 2101, et seq., of the Code of Virginia (1950) as amended, notice is hereby given that the City of Roanoke, Virginia, proposes to grant by ordinance a lease for the air rights over a portion of Kirk Avenue, S.W., located in the City of Roanoke, Virginia, for a term of sixty (60) years, commencing as soon as all legal requirements have been met, to provide sufficient area and space for the location of balconies over certain property located at the intersection of Jefferson Street and Kirk Avenue. Such area being described as follows: Commencing at a point on the southwest comer of Kirk Avenue and Jefferson Street as now located; thence along the south side of Kirk Avenue, N 88° 50' 22" W, 42 feet to the tree point of BEGINNiNG; thence with the outside line of an aerial balcony easement located over Kirk Avenue, the following 3 courses and distances; then N 01° 09' 38" E, 8.00 feet to a point; thence N 88° 50' 22" W, 16.00 feet to a point; thence S 01° 09' 38" W, 8.00 feet to a point on the existing right-of-way line of Kirk Avenue; thence with the existing right-of-way line of Kirk Avenue, S 88° 50' 22" E, 16.00 feet to the point of BEGINNING, said aerial balcony easement located vertically approximately 12 feet above the sidewalk of Kirk Avenue and extending to a height of 38 feet above the sidewalk of Kirk Avenue, and Commencing at a point on the southwest comer of Kirk Avenue and Jefferson Street as now located; thence along the south side of Kirk Avenue, N 88° 50' 22" W, 72 feet to the tree point of BEGINNiNG; thence with the outside line of an aerial balcony easement located over Kirk Avenue, the following 3 courses and distances; thence N 01° 09' 38" E, 7.00 feet to a point; thence N 88° 50' 22" W, 10.00 feet to a point; thence S 01° 09' 38" W, 7.00 feet to a point on the existing right-of-way line of Kirk Avenue; thence with the existing right-of-way line of Kirk Avenue, S 88° 50' 22" E, 10.00 feet to the point of BEGINNING, said aerial balcony easement located vertically approximately 12 feet above the sidewalk of Kirk Avenue and extending to a height of 38 feet above the sidewalk of Kirk Avenue. A copy of the full text of the proposed ordinance is on file in the Office of the City Clerk, Room 456, Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia 24011. A public heating on the proposed ordinance will be held at 7:00 p.m., on September 19, 2005, in the Roanoke City Council Chambers, 4th floor, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, Roanoke, Virginia 24011. Further information is available form the Office of the City Clerk for the City of Roanoke at (540)853-2541. All parties in interest and citizens may appear on the above date and be heard on this issue. If you are a person with a disability who needs accommodations for this heating, please contact the City Clerk's Office at (540) 853-2541, before 12:00 noon on Thursday September 15, 2005. Any interested party is hereby invited to submit a written bid for the lease to be granted. Bids will be received in the Office of the City Clerk until 12:00 p.m., local time, Monday, September 19, 2005. All bids received will be held by the City Clerk, unopened, until 7:00 p.m., local time, on the same date, at which time all bids so received will be delivered to the Roanoke City Council Chambers and then publicly opened and read aloud before the Roanoke City Council. The necessary bid form and a copy of the proposed lease may be obtained from the City Clerk's office on and after Wednesday, September 7, 2005. The person or f'mu to whom this Lease is awarded shall reimburse the City for the costs of this advertisement. The City expressly reserves the right to reject any and all bids to waive any informality or irregularity in the bids received and to accept the bid which is deemed to be in the best interest of the City. GIVEN under my hand this 6th day of September, 2005. Mary F. Parker, City Clerk Note to Publisher: Please publish in The Roanoke Times: Once on Wednesday, September 7, 2005, and Wednesday, September 14, 2005 (two advertisements total). Please forward the bill and affidavit to: Mary F. Parker, City Clerk, Room 456, 215 Church Avenue, S.W., Roanoke, Virginia 24011 853-2541 c ry., or Office of the City Clerk Mary F. Parker, CMC City Clark September 22, 2005 File #373-481 Stephanie M. Moon, CMC Deputy City Clerk Shaila N. Hartman Assistant City Clerk Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: I am attaching copy of Ordinance No. 37189-091905 authorizing execution of a lease agreement between the City of Roanoke and Musselwhite Holdings, L. L. C., for the lease of certain air space over a portion of Kirk Avenue, S. W., to provide sufficient area and space for the construction of balconies over property located at the intersection of Jefferson Street and Kirk Avenue for a term of 60 years. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Deputy City Clerk SMM:ew Attach ment 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 Dana D. Long, Manager, Billings and Collections R. Brian Townsend, Acting Director, Economic Development Lisa Poindexter-Plaia, Economic Development Specialist K:~AGENDA CORRESPONDENCE~agenda correspondence 05\Sept 05~Sept 19 2005 correspondence.doc IN TI-lB COUNCIL OF THE CITY OF ROANOKE, VIRGINIA, The 19t:h day of Septmeber, 2005. No. 37189-091905. AN ORDINANCE authorizing the execution of a lease agreement between the City of Roanoke and Musselwhite Holdings, L.L.C., for the lease of certain air space over a portion of Kirk Avenue, S.W., to provide sufficient area and space for the construction of balconies over property located at the intersection of Jefferson Street and Kirk Avenue, for a term of sixty (60) years; and dispensing with the second reading of this ordinance by title. WHEREAS, the City has, by advertisement published once a week for two consecutive weeks in a paper of general circulation published in the City, publicly invited bids for the lease of air space for balconies over a portion of Kirk Avenue for a term of sixty (60) years; and WHEREAS, one bid for the lease of such air space for balconies were received when bids were publicly opened at the Council meeting held on September 19, 2005; and WHEREAS, the bid of Musselwhite Holdings, L.L.C., to lease such air space for balconies for a term o f sixty (60) years commencing as soon as all legal requirements have been met for a one- time rental payment in the total amount of $2,000.00, and upon such other terms and conditions set out in the lease incorporated by reference in the bid, was publicly opened at the Council meeting on September 19, 2005; and WHEREAS, at such Council meeting, a public hearing was held at which all persons were accorded a full and fair opportunity to comment with respect to the proposed lease of such air fights for balconies; and WHEREAS, Council found the bid of Musselwhite Holdings, L.L.C., was deemed the most responsive bid made to the City for the award of such lease and Council is desirous of accepting this bid. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: 1. The bid of Musselwhite Holdings, L.L.C., to lease certain air space for balconies over a portion of Kirk Avenue, SW, such area being more particularly described in the proposed Lease of Air Space for Balconies, on file in the Office of the City Clerk, for a term of sixty (60) years, commencing as soon as all legal requirements have been met, for a one time rental payment of $2,000.00 to be paid prior to the commencement of construction of the balconies, and upon certain terms and conditions set out in the lease and incorporated by reference, the bid of Musselwhite Holdings, L.L.C., is hereby ACCEPTED. 2. The City Manager and City Clerk are hereby authorized, for and on behalf of the City, to execute a written lease agreement between the City and Musselwhite Holdings, L.L.C., for the lease of such air space for balconies, and to be in a form approved by the City Attorney. 3. Any other bids received for this proj eot are hereby REJECTED, and the City Clerk is directed to so notify each such bidder and to express to each the City's appreciation. 4. The City Clerk is directed to forward an attested copy of this ordinance to Musselwhite Holdings, L.L.C. 5. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATT T: 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 September 19, 2005 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: Air Rights Lease Background: The Musselwhite Holdings, EEC. has requested an air rights lease for space at 301 Jefferson Street, S.W. (tax number 1011805). The air right lease is to install balconies of approximately 198 square feet along the Kirk Avenue side of the property. The lease term requested is for a sixty-year period. The proposed lease agreement is for a sixty (60) year period, beginning October 18, 2005, through October 17, 2065 at a one-time lease rate of $2,000.00. The rental rate is based on a percentage of the per square foot assessed value of the existing property. The lease may be renewed upon the expiration of the initial term of this Lease upon mutual agreement. The term of any such renewal would be determined at that time. The Lessee is responsible for maintaining the balconies in a structurally safe condition. If the balconies are ever in the condition of being unsafe or fail to meet building and safety codes, Lessee agrees to demolish and remove the structure in the lease Air Space for Balconies solely at its own expense. Honorable Mayor and Members of Council September 19, 2005 Page 2 Recommended Action: Authorize the City Manager to execute a lease agreement with the successful bidder for Kirk Avenue, Roanoke, Virginia for a period of sixty (60) years, beginning October 18, 2005 and expiring October 17, 2065. All documents shall be upon a form approved by the City Attorney. Respectfully submitted, DLB:Ipp c: Mary F. Parker, City Clerk William M. Hackworth, City Attorney Jesse A. Hall, Director of Finance Dana Long, Manager of Billings and Collections Brian Townsend, Acting Director of Economic Development Sherman Stovall, Director of Management and Budget David Collins, Assistant City Attorney Lisa Poindexter-Plaia, Economic Development Specialist CM05-00138 LEASE OF AIR SPACE FOR BALCONIES THIS LEASE, entered into this day of , 2005, by and between the CITY OF ROANOKE, VIRGINIA, a municipal corporation organized under the laws of the Commonwealth of Virginia, hereinafter referred to as "Lessor", and Musselwhite Holdings, LLC, hereinafter referred to as "Lessee", WITNESSETH: WHEREAS, pursuant to applicable statutes and ordinances, the City Council for the City of Roanoke, Virginia adopted Ordinance No. on the 19th day of September, 2005, authorizing the execution of a lease covering the premises hereinafter described on the terms and conditions hereinafter set forth; and WHEREAS, such Ordinance was adopted after due advertisement and public hearing held on the 19th day of September, 2005, after which Council determined that the bid of the Lessee was the highest and best bid therefore and should be accepted by the Lessor. NOW, THEREFORE, IN CONSIDERATION of the rental payment hereinafter set forth and in further consideration of the faithful performance of the mutual covenants, conditions and undertakings of the parties as set forth herein, the Lessor does hereby LEASE and DEMISE unto the Lessee certain air space for balconies over a portion of Kirk Avenue, located in the City of Roanoke, Virginia, and more particularly described on Exhibit A ("Premises") attached and made a part hereof. This Lease is made upon the following terms and conditions: TERM: This Lease shall begin on the 18th day of October, 2005, or as soon as all legal requirements have been met and end the 17th day of October, 2065. RENT: Lessee shall pay to the Lessor a one-time rental payment in the total amount of Two Thousand DOLLARS ($2,000.00), which payment shall cover the rent for the entire term of this Lease. This one time payment shall be made by the Lessee to the Lessor prior to the 18th day of October, 2005. RENEWAL: Upon expiration of the initial term of this Lease, this Lease may be renewed and extended upon the mutual agreement of the Lessor and the Lessee, provided that both parties agree in writing to the extension of this Lease at least 120 days prior to the termination of the Lease. The term of any renewal shall be determined at the time of the renewal. Any extension of this Lease shall be as authorized by the Constitution of the Commonwealth of Virginia and all other applicable statutes, and shall be under such terms and conditions as may be agreed upon by the Lessor and Lessee at the time of said extension. MAINTENANCE: Lessee shall be responsible for the complete maintenance of any and all structures which are built within the Leased Air Space for Balconies which is defined as that area described in the attached Exhibit A. Maintenance shall include, but not be limited to, the structural integrity of the structure, all aesthetic aspects of the structure, and the general cleaning and upkeep of all elements of the structure. All maintenance work, ordinary as well as extraordinary, and structural as well as non-structural, shall be made promptly, as and when necessary. All repairs and replacements shall be in a quality and class at least equal to the original work. UTILITIES: Lessee shall pay the charges for all utility services furnished to the structure erected in the Leased Air Space for Balconies, including all hook-up and installation charges, deposits, and similar charges that may be incurred in connection with any utility services. Lessee, at no expense to the Lessor, shall also make proper provisions for the relocation and/or installation of any existing utilities which pass through the leased air space, including the securing of approval and consent from any affected company and other appropriate agencies. APPROVAL OF PLANS: Prior to construction of any structure in the Leased Air Space for Balconies, Lessee agrees to submit the plans for such structure to the City Manager and Building Commissioner for review and approval. COMPLIANCE WITH STATUTES, ETC.: The Lessee shall comply with all applicable City, State and Federal laws, ordinances, regulations, statutes and codes, including all relevant building and safety codes, in connection with the construction, maintenance and operation of the structure being placed in the Leased Air Space for Balconies. The Lessee shall further comply with all applicable City, State and Federal Laws, ordinances, rules and regulations affecting or respecting the Leased Air Space for Balconies, or the use or occupancy of same, including the business at any time thereon transacted by the Lessee therein. TAXES AND ASSESSMENTS: The Lessee shall pay any and all property taxes assessed against the Leased Air Space for Balconies improvements thereon during the term of this Lease and any renewal hereof. Lessee shall also pay all taxes and assessments levied against the personalty in the Leased Air Space for Balconies. REMOVAL OF STRUCTURE: At the expiration of the Lease period, or any renewals thereof, if no agreement to the contrary has been reached, or if at any point during the Lease period or any renewals thereof, the structure within the Leased Air Space for Balconies becomes unsafe or fails to meet the provisions of any applicable building or safety codes, and Lessee refuses or is unable to correct such structural or safety defect within a reasonable time after proper notice thereof from Lessor, Lessee agrees to demolish and remove the structure in the Leased Air Space for Balconies solely at its own expense. All demolition and related work required for the removal of the structure in the Leased Air Space for Balconies shall be done diligently and in conformity with all legal and safety requirements, in a good and workman-like manner, and in accordance with any reasonable standards required by the Lessor. 10. INDEMNIFICATION: Lessee agrees to indemnify and hold harmless the Lessor, its officers, agents and employees, from any and all claims, legal actions and judgments advanced against Lessor and for expenses Lessor may incur in this regard, arising out of Lessee's intentional acts and negligent acts or omissions with respect to the rights and privileges granted to Lessor to Lessee in this instrument. 11. INSURANCE: Lessee shall obtain and maintain during the life of this Lease, including any extensions, general liability, bodily injury and property damage liability insurance coverage with respect to claims arising out of the subject matter of the Lease. The amount of such insurance shall not be less than: a. In the case of bodily injury liability insurance, $1,000,000 for injuries, including death, to one person in any one occurrence and $5,000,000 annual aggregate; b. In the case of property damage insurance, $500,000 for damage in any one occurrence and $1,000,000 annual aggregate; c. In the case of general liability insurance, coverage in the amount of $1,000,000; and The above amounts may be met by "umbrella" coverage in a minimum amount of $5,000,000. Lessee shall name Lessor as an additional insured as its interests may appear on the above policies. Prior to execution of this Lease, Lessee shall furnish the Lessor with certificates evidencing the required coverage and containing a statement to the effect that the coverage shall not be canceled or materially altered except after thirty (30) days written notice to the Lessor. The amount of insurance required herein shall be reviewed every five (5) years and may be increased or decreased at the request of the Lessor. Any increase in the amount of required insurance shall be mutually agreed upon between the Lessor and the Lessee. 12. COVENANT OF TITLE AND QUIET ENJOYMENT: Lessor hereby covenants and warrants that Lessor has full right and lawful authority to enter into this Lease for the term of this Lease or any renewal hereof; that Lessor is lawfully seized of the entire premises herein demised and has the title thereto, free and clear of all encumbrances, and further that Lessee's quiet and peaceable enjoyment of the leased premises during the term of this Lease, or any renewal, shall not be disturbed or interfered with by anyone. 13. TERMINATION: This Lease may be terminated at any time by mutual agreement, in writing, of the Lessor and Lessee. In addition, if the Lessee breaches, or is in default in the performance of, any covenant of this Lease and if such breach or default is not cured within thirty (30) days after written notice thereof is given by Lessor to Lessee, or if such breach or default is of such nature that it cannot be cured within thirty (30) days from the date of such notice but Lessee has not proceeded with reasonable diligence and in good faith to remedy any breach or default within the thirty (30) day period, Lessor may give Lessee written notice of its unilateral right to terminate this Lease at some date not less than ninety (90) days after date of the termination notice. 14. 15. NOTICE: All notices required by any provision of this lease shall be given in writing, by registered or certified mail, addressed to the party to whom the notice is to be given at address hereafter given or at such other addresses as from time to time which may be given by the parties. Notice shall be deemed to have been made at the time of depositing the letter in the United States Post Office. Addresses of the parties are as follows: a. Lessor: City Manager Room 364, Municipal Building 215 Chumh Avenue, SW Roanoke, Virginia 24011 b. Lessee: SUCCESSORS AND ASSIGNS: It is understood and agreed that all the covenants, agreements, terms, conditions, and provisions of this Lease or any renewal hereof shall extend to and be binding upon the assigns and/or successors in interest to the respective parties hereto. Any assignment of this Lease must be approved by the Lessor, but such approval shall not be unreasonably withheld. 16. ENTIRE AGREEMENT: It is understood and agreed that this instrument contains the entire agreement between the parties. Any modifications to the Lease shall be in writing and signed by the parties hereto. Date: ATTEST: , 20__ CITY OF ROANOKE, VIRGINIA Mary F. Parker, City Clerk By: City Manager ATTEST: (title) Date: , 20__ By Title: COMMONWEALTH OF VIRGINIA § § To-wit: CITY OF ROANOKE § The foregoing instrument was acknowledged before me this __ day of ,20 __, by Darlene L. Burcham, City Manager of the City of Roanoke, Virginia, for and on behalf of such municipal corporation. My Commission expires: Notary Public COMMONWEALTH OF VIRGINIA § § To-wit: CITY OF ROANOKE § The foregoing instrument was acknowledged before me this __ day of , 20 __, by , the for and on behalf of My Commission expires: Notary Public 7 EXHIBIT A LEGAL DESCRIPTION Comm: 2005-160 Aerial Balcony Easement (Roanoke City Tax Parcel 1011805) Commencing at a point on the southwest corner of Kirk Avenue and Jefferson Street as now located; thence along the south side of Kirk Avenue, N 88° 50' 22" W, 42 feet to the true point of BEGINNING; thence with the outside line of an aerial balcony easement located over Kirk Avenue, the following 3 courses and distances; then N 01° 09' 38" E, 8.00 feet to a point; thence N 88° 50' 22" W, 16.00 feet to a point; thence S 01 ° 09' 38" W, 8.00 feet to a point on the existing right-of-way line of Kirk Avenue; thence with the existing right-of-way line of Kirk Avenue, S 88° 50' 22" E, 16.00 feet to the point of BEGINNING, said aerial balcony easement located vertically approximately 12 feet above the sidewalk of Kirk Avenue and extending to a height of 38 feet above the sidewalk of Kirk Avenue. Comm: 2005-160 Aerial Balcony Easement (Roanoke City Tax Parcel 1011805) Commencing at a point on the southwest corner of Kirk Avenue and Jefferson Street as now located; thence along the south side of Kirk Avenue, N 88° 50' 22" W, 72 feet to the true point of BEGINNING; thence with the outside line of an aerial balcony easement located over Kirk Avenue, the following 3 courses and distances; thence N 01 ° 09' 38" E, 7.00 feet to a point; thence N 88° 50' 22" W, 10.00 feet to a point; thence S 01° 09' 38" W, 7.00 feet to a point on the existing right-of-way line of Kirk Avenue; thence with the existing right-of-way line of Kirk Avenue, S 88° 50' 22" E, 10.00 feet to the point of BEGINNING, said aerial balcony easement located vertically approximately 12 feet above the sidewalk of Kirk Avenue and extending to a height of 38 feet above the sidewalk of Kirk Avenue. MARY F. PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, V'uginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk @ci.roanok¢.va.us September 22, 2005 File #514 STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk Robert B. Manetta, Attorney Carilion Health System 213 S. Jefferson Street, Suite 720 Roanoke, Virginia 24011 Dear Mr. Manetta: I am enclosing copy of Ordinance No. 37190-091905 permanently vacating, discontinuing and closing a portion of Whitmore Avenue, S. W., west of Jefferson Street. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Deputy City Clerk SMM:ew Enclosure K:~AGENDA CORRESPONDENCE~genda correspondence 05~Sept 05~Sept 19 2005 coffespondence.doc Robert B. Manetta, Attorney September 22, 2005 Page 2 pc: Briggs W. Andrews, Senior Vice-President, Corporate Secretary/General Counsel, Carillon Medical Center, Office of Corporate Counsel, 213 S. Jefferson Street, Suite 720 Roanoke, Virginia 240:~! John P. Baker, Executive Director, Roanoke Redevelopment and. Housing Authority, P. O. Box 6459, Roanoke, Virginia 24017 Richard A. Rife, Chair, City Planning Commission, :L326 Grandin Road, S. W., Roanoke, Virginia 24015 Darlene L. Burcham, City Manager Rolanda B. Russell, Assistant City Manager for Community Development Susan S. Lower, Director, Real Estate Valuation William M. Hackworth, City Attorney, transmitted electronically by e-mail Steven J. Talevi, Assistant City Attorney Philip C. Schirmer, City Engineer Martha P. Franklin, Secretary, City Planning Commission K:~AGENDA CORRESPONDENCE~genda correspondence 05~Sept 05\Sept 19 2005 correspondence.doc INTHE COUNCIL OF THE CITYOF ROANOKE, VIRGINIA, The 19th day of September, 2005. No. 37190-091905. AN ORDINANCE permanently vacating, discontinuing.and closing certain public right-of- way in the City of Roanoke, Virginia, as more particularly described hereinafter; and dispensing with the second reading by title of this ordinance. WHEREAS, Carilion Medical Center filed an application to the Council of the City of Roanoke, Virginia, in accordance with law, requesting the Council to permanently vacate, discontinue and close the public right-of-way described hereinafter; WHEREAS, the City Planning Commission, after giving proper notice to all concerned as required by §30-14, Code of the City of Roanoke (1979), as amended, and after having conducted a public hearing on the matter, has made its recommendation to Council; WHEREAS, a public heating was held on such application by the City Council on September 19, 2005, after due and timely notice thereof as required by §30-14, Code of the City of Roanoke (1979), as amended, at which hearing all parties in interest and citizens were afforded an opportunity to be heard on such application; WHEREAS, it appearing fi.om the foregoing that the land proprietors affected by the requested closing of the subject public right-of-way have been properly notified; and WHEREAS, from all of the foregoing, the Council considers that no inconvenience will result to any individual or to the public fi.om permanentlyvacating, discontinuing and closing such public right-of-way. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke, Virginia, that the public right-of-way situate in the City of Roanoke, Virginia, and more particularly described as follows: That portion of Whitmore Avenue, S.W., west of Jefferson Street, S.W., be, and is hereby permanently vacated, discontinued and closed, and that all right and interest of the public in and to the same be, and hereby is, released insofar as the Council of the City of Roanoke is empowered so to do with respect to the closed portion of the right-of-way, reserving however, to the City of Roanoke and any utility company or public authority, including, specifically, without limitation, providers to or for the public of cable television, electricity, natural gas or telephone service, an easement for sanitary sewer and water mains, television cable, electric wires, gas lines, telephone lines, and related facilities that may now be located in or across such public right-of-way, together with the right of ingress and egress for the maintenance or replacement of such lines, mains or utilities, such right to include the right to remove, without the payment of compensation or damages of any kind to the owner, any landscaping, fences, shrubbery, structure or any other encroachments on or over the easement which impede access for maintenance or replacement purposes at the time such work is undertaken; such easement or easements to terminate upon the later abandonment of use or permanent removal fi-om the above-described public right-of-way of any such municipal installation or other utility or facility by the owner thereof. BE IT FURTHER ORDAINED that the applicant shall submit to the Subdivision Agent, receive all required approvals of, and record with the Clerk of the Circuit Court for the City of Roanoke, a subdivision plat, with such plat combining all properties which would otherwise be landlocked by the requested closure, or otherwise disposing of the land within the right-of-way to be vacated in a manner consistent with law, and retaining appropriate easements, together with the right 2 of ingress and egress over the same, for the installation and maintenance of any and all existing utilities that may be located within the right-of-way. BE IT FURTHER ORDAINED that the applicant shall, upon meeting all other conditions to the granting of the application, deliver to the Clerk of the Circuit Court of the City of Roanoke, Virgin/a, a certified copy of this ordinance for recordation where deeds are recorded in such Clerk's Office, indexing the same in the name of the City of Roanoke, Virginia, as Grantor, and in the name of the Petitioner, and the names of any other parties in interest who may so request, as Grantees, and pay such fees and charges as are required by the Clerk to effect such recordation. BE IT FURTHER ORDAINED that the applicant shall, upon a certified copy of this ordinance being recorded by the Clerk of the Circuit Court of the City of Roanoke, Virginia, where deeds are recorded in such Clerk's Office, file with the City Engineer for the City of Roanoke, Virginia, the Clerk's receipt, demonstrating that such recordation has occurred. BE IT FURTHER ORDAINED that if the above conditions have not been met within a period of twelve (12) months from the date of the adoption of this ordinance, then such ordinance shall be null and void with no further action by City Council being necessary. BE IT FINALLY ORDAINED that pursuant to the provisions of§12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: CITY OF ROANOKE PLANNING BUILDING AND DEVELOPMENT 215 Church Avenue, S.W., Room 166 Roanoke, Virginia 24011 Telephone: (540)853-1730 Fax: (540)853-1230 E-mail: planning @ ci.roanoke.va.us September 19, 2005 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: Request from Carilion Medical Center that Whitmore Avenue, S.W., running west of Jefferson Street, S.W., be permanently vacated, discontinued and closed. Planning Commission Action: Planning Commission public hearing was held on Thursday, August 18, 2005. John Christodoulides representing Carilion was present to discuss the request. There was no one present to speak in opposition to or in favor of the requested closure By a vote of 6-0 (Mr. Manetta absent), the Commission recommended approval of the requested closure. Background: The petitioner requests vacation of an approximately 6,726 square foot portion of Whitmore Avenue, S.W. The petitioner owns both adjoining properties. The subject portion of Whitmore Avenue is within the South Jefferson Redevelopment Area, in which the petitioner intends to develop. Considerations: The parcels adjoining the portion of Whitmore Avenue sought for closure (Official Tax Map Nos. 1032001 and 1031902) are zoned INPUD, Institutional Planned Unit Development. To the north beyond the Norfolk Southern right-of- way are primarily single- and two-family dwellings on Maple Avenue and Clarke Avenue zoned C-1, Office District. To the east are industrial uses zoned HM, Heavy Manufacturing District. To the south and west are the petitioner's properties, all of which are zoned INPUD. All of the petitioner's properties are within the Campus District of the South Jefferson Redevelopment Area. The subject portion of Whitmore Avenue will be incorporated into development sites in conjunction with phases 1 and 3 of the redevelopment site plan. The proposed vacation is also consistent with the previously adopted INPUD zoning classification for the adjoining properties. The following actions and statements of Vision 2001-2020, the City's Comprehensive Plan, are relevant to the consideration of this petition: Support the redevelopment of the South Jefferson Redevelopment Area (SJRA) by coordinating with participating organizations such as Carillon, Virginia Tech, and the University of Virginia (ED A19, p.61). Explore redevelopment of areas identified for industrial, commercial, and mixed-use development or reuse such as the South Jefferson Redevelopment Area. An area plan should include participation of stakeholders and design professionals (ED A33, p.61). City sewer and water serve the area. Staff received comments from the Western Virginia Water Authority indicating that a sewer line exists in the subject portion of Whitmore Avenue. The petitioner will be responsible for its relocation or removal, if necessary. Property acquisition and disposition in the South Jefferson Redevelopment Area is undertaken through the Roanoke Redevelopment and Housing Authority. The subject alley is included in the original concept plan of the redevelopment area approved by City Council. Since this alley was not acquired concurrently with the petitioners adjoining parcels as was anticipated by the Redevelopment Plan, staff recommends that the petitioners not be charged for it. Recommendation: By a vote of 6-0, the Planning Commission recommends approval of the petitioner's request to vacate, discontinue and close the subject portion of Whitmore Avenue, subject to the conditions listed below; and further recommends that the petitioners not be charged for this property due to the provisions of the South Jefferson Redevelopment Plan, in which all property acquisition was to be carried out by the Roanoke Redevelopment and Housing Authority. The applicant shall submit a subdivision plat to the Agent for the Planning Commission, receive all required approvals of, and record the plat with the Clerk of the Circuit Court for the CC: City of Roanoke. Said plat shall combine all properties which would otherwise dispose of the land within the right of way to be vacated in a manner consistent with law, and retain appropriate easements for the installation and maintenance of any and all existing utilities that may be located within the right-of-way, including the right of ingress and egress. The applicant will be responsible for any necessary relocation of utilities located with the subject right-of-way. Upon meeting all other conditions to the granting of the application, the applicant shall deliver a certified copy of th is ordinance for recordation to the Clerk of the Circuit Court of Roanoke, VA, indexing the same in the name of the City of Roanoke, Virginia, as Grantor, and in the name of the petitioner, and the names of any other parties in interest who may so request, as Grantees. The applicant shall pay such fees and charges as are required by the Clerk to effect such recordation. Upon recording a certified copy of this ordinance with the Clerk of the Circuit Court of the City of Roanoke, Virginia, the applicant shall file with the Engineer for the City of Roanoke, Virginia, the Clerk's receipt, demonstrating that such recordation has occurred. If the above conditions have not been met within a period of one year from the date of adoption of this ordinance, then said ordinance shall be null and void with no further action by City Council being necessary. Respectfully submitted, Richard A. Rife, Chairman ' Roanoke City Planning Commission Darlene L. Burcham, City Manager RolandaJohnson, Assistant City Manager for Community Development William M. Hackworth, City Attorney Petitioner IN THE COUNSEL OF THE CITY OF ROANOKE, VIRGINIA IN RE: Application of Carillon Medical Center for vacation of Whitmore Avenue west of Jefferson Street. ) APPLICATION FOR VACATING, ) DISCONTINUING AND CLOSING ) WHITMOREAVENUE WEST OF ) JEFFERSON STREETSW MEMBERS OF COUNCIL: Carillon Medical Center ("Petitioner"), by counsel, applies for the permanent vacating, discontinuing, and closing all of Whitmore Avenue, SW, west of Jefferson Street, in the City of Roanoke, Virginia (the "Application"), pursuant to Va. Code Ann. §§ 15.2-2006 and 30.14. The portion of Whitmore Avenue referenced above (the "Property") is more particularly shown on the attached plat, Exhibit A. As grounds for approval of the Application, Petitioner states, as follows: 1. The A venue t o b e vacated currently dead ends into and a buts property wholly owned by Carillon Medical Center 2. The Avenue is being developed in conformity with the Riverside Corporate Centre Planned Unit Development ("PUD"). 3. Petitioner intends to elevate a portion of this Avenue and develop it as one of the two entrances into the Centre as shown on the plans for said PUD. 4: The total area to be closed will be more accurately described on a plat of survey to be required as a condition of closure. 5. A list of the property owners whose lots border on or abut the subject Avenue is attached as Exhibit B. WHEREFORE, Carillon Medical Center respectfully requests that the above described Avenue be permanently vacated, discontinued and closed by the Council of the City of Roanoke in accordance with §§ 15.2-2006 and 15.2 - 2008, Code of Virginia (1950) as amended, and § 30-14 of the Code of the City of Roanoke, 1979, as amended. ,,Date: July 3 8,2005 Carillon Medical Center Donald E. Lorton, Tres. S:\Legal Administration\WORD\RealEstate\whitmore vacate petition.doc EXHIBIT B Pro ~erties Surrounding Whitmore Street Tax Map Number Street Address Owner 1031902 1629 Jefferson Carillon Medical Center Briggs W. Andrews, SVP Corporate Secretary/General Counsel Office of Corporate Counsel 213 S Jefferson Street, Suite 720 P. O. Box 40032 Roanoke, Virginia 24022-0032 1032201 29 Reserve Ave CHS, Inc. Briggs W. Andrews, SVP Corporate Secretary/General Counsel Office of Corporate Counsel 213 S Jefferson Street, Suite 720 P. O. Box 40032 Roanoke, Virginia 24022-0032 1032001 Jefferson St., SE Carillon Medical Center Briggs W. Andrews, SVP Corporate Secretary/General Counsel Office of Corporate Counsel 213 S Jefferson Street, Suite 720 P. O. Box 40032 Roanoke, Virginia 24022-0032 4040301 1702 Jefferson St. SE Roanoke Redevelopment & Housing Authority P. O. Box 6359 Roanoke, Virginia 24017 4040206 1600 Jefferson St SE Roanoke Redevelopment & Housing Authority P. O. Box 6359 Roanoke, Virginia 24017 S:\Legal Administrafion~WORD\RealEstate\Properties Surrounding Whitmore Street.dcc MARY E PARKER, CMC City Clerk CITY OF ROANOKE OFFICE-OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, V'uginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk@ci.roanoke.va.us September 7, 2005 STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk File #514 Robert B. Manetta, Attorney Carillon Health System 213 S. Jefferson Street, Suite 720 Roanoke, Virginia 24011 Dear Mr. Manetta: Pursuant to provisions of Resolution No. 25523 adopted by the Council of the City of Roanoke on Monday, April 6, 1981, I have advertised a public hearing for Monday, September 19, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., City of Roanoke, on the request of Carillon Medical Center, that a portion of Whitmore Avenue, S. W., west of Jefferson Street, be permanently vacated, discontinued and closed. For your information, I am enclosing copy of a report of the City Planning Commission and a notice of public hearing. Please review the documents and if you have questions, you may contact Steven J. Talevi, Assistant City Attorney, at 540-853-2431. Questions with regard to the City Planning Commission. report should be directed to the Department of Planning, Building and Development at 540-853-1730. It will be necessary for you, or your representative, to be present at the September 19 public hearing. Failure to appear could result in a deferral of the matter until a later date. Sincerely, Mary F. Parker, CMC City Clerk MFP:ew Enclosure KSPublic Hearings~Public Hearings 2005~Sept 05XAaomeys and Adjoining Property Owners.doc MARY F. PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W, Room 456 Roanoke, V'trginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: c]erk@ci.roanoke.va.us STEPHANIE M. MOON, CMC Deputy City Clerk September 7, 2005 SHEILA N. HARTMAN Assistant City Clerk File #514 Briggs W. Andrews, SVP Corporate Secretary/General Counsel Carillon Medical Center Office of Corporate Counsel 213 S. Jefferson Street, Suite 720 Roanoke, Virginia 2401! John P. Baker, Executive Director Roanoke Redevelopment & Housing Authority P. O. Box 6459 'Roanoke, Virginia 24017 Gentlemen: Pursuant to provisions of Resolution No. 25523 adopted bythe Council of the City of Roanoke on Monday, April 6, 1981, I have advertised a public hearing for Monday, September 19, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., City of Roanoke, on the request of Robert B. Manetta, Attorney, representing Carillon Medical Center, that a portion of Whitmore Avenue S. W., west of Jefferson Street, be permanently vacated, discontinued and closed. This letter is provided for your information as an interested property owner and/or adjoining property owner. If you have questions with regard to the matter, please call the Department of Planning, Building and Development at 540-853-1730. If you would like to receive a copy of the report of the City Planning Commission, please call the City Clerk's Office at 540-853-2541. Sincerely, Mary F. Parker, CMC City Clerk MFP:ew K:~Public Hearings~Public Hearings 2005~Sept 05~Attorneys and Adjoining Property Owners.doc MARY F. PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, $.W. Room 456 Roanoke, ~ruginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk @ ci.roanoke.va.us June 30,2005 STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk File #514 Richard A. Rife, Chair City Planning Commission 1326 Grandin Road, S. W. Roanoke, Virginia 24015 Dear Mr. Rife: Pursuant to Section 30-14, Procedure for altering or vacating City streets or alleys; fees therefor, of the Code of the City of Roanoke (1979), as amended, I am enclosing copy of an application received in the City Clerk's Office on June 30, 2005, from Robert B. Manetta, Attorney, representing Carillon Medical Center, requesting a portion of Whitmore Avenue, S. W., west of Jefferson Street, be permanently vacated, discontinued and closed. Sincerely, Deputy City Clerk SMM:ew Enclosures pc: The Honorable Mayor and Members of the Roanoke City Council Robert B. Manetta, Attorney, 213 S. Jefferson Street, Suite 720, Roanoke, Virginia 24011 Susan S. Lower, Director, Real Estate Valuation Martfia P. Franklin, Secretary, City Planning Commission Philip C. Schirmer, City Engineer William M. Hackworth, City Attorney Steven J. Talevi, Assistant City Attorney J. Frederick Gusler, City Planner II IN THE COUNSEL OF THE CITY OF ROANOKE, VIRGINIA IN RE: Application of Carilion Medical Center for vacation of Whitmore Avenue west of Jefferson Street. ) APPLICATION FOR VACATING, ) DISCONTINUING AND CLOSING ) WHITMORE AVENUE WEST OF JEFFERSON STREET SW MEMBERS OF COUNCIL: Carillon Medical Center ("Petitioner"), by counsel, applies for the permanent vacating, discontinuing, and closing all of Whitmore Avenue, SW, west of Jefferson Street, in the City of Roanoke, Virginia (the "Application"), pursuant to Va. Code Ann. §§ 15.2-2006 and 30.14. The portion of Whitmore Avenue referenced above (the "Property") is more particularly shown on the attached plat, Exhibit A. As grounds for approval of the Application, Petitioner states, as follows: 1. The A venue t o b e vacated currently dead ends into and a buts property wholly owned by Carillon Medical Center 2. The Avenue is being developed in conformity with the Riverside Corporate Centre Planned Unit Development ("PUD"). 3. Petitioner intends to elevate a portion of this Avenue and develop it as one of the two entrances into the Centre as shown on the plans for said PUD. 4. The total area to be closed will be more accurately described on a plat of survey to be required as a condition of closure. 5. A list of the property owners whose lots border on or abut the subject Avenue is attached as Exhibit B. WHEREFORE, Carilion Medical Center respectfully requests that the above described Avenue be permanently vacated, discontinued and closed by the Council of the City of Roanoke in accordance with §§ 15.2-2006 and 15.2 - 2008, Code of Virginia (1950) as amended, and § 30-14 of the Code of the City of Roanoke, 1979, as amended. Date: July ~ 0,2005 Carilion Medical Center Donald E. Lorton, Tres. S:\Legal Administration\WORD\RealEstate\whitmore vacate petition.doc EXHIBIT B Pre ~erties Surrounding Whitmore Street Tax Map Number Street Address Owner 1031902 1629 Jefferson Carilion Medical Center Briggs W. Andrews, SVP Corporate Secretary/General Counsel Office of Corporate Counsel 213 S Jefferson Street, Suite 720 P. O. Box 40032 Roanoke, Virginia 24022-0032 1032201 29 Reserve Ave CHS, Inc. Briggs W. Andrews, SVP Corporate Secretary/General Counsel Office of Corporate Counsel 213 S Jefferson Street, Suite 720 P. O. Box 40032 Roanoke, Virginia 24022-0032 1032001 Jefferson St., SE Carillon Medical Center Briggs W. Andrews, SVP Corporate Secretary/General Counsel Office of Corporate Counsel 213 S Jefferson Street, Suite 720 P. O. Box 40032 Roanoke, Virginia 24022-0032 4040301 1702 Jefferson St. SE Roanoke Redevelopment & Housing Authority P. O. Box 6359 Roanoke, Virginia 24017 4040206 1600 Jefferson St SE Roanoke Redevelopment & Housing Authority P. O. Box 6359 Roanoke, Virginia 24017 S:\Legal AdministratJon\WORD\RealEstate\Properties Surrounding Whitmore Street.doc The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times ................................................. + ........................ ROBERT B. MANETTA, ATTORNEY 213 S JEFFERSON STREET, SUITE 720 ROANOKE VA 24011 REFERENCE: 80133513 07562011 NOTICEOFPUBLICHEARIN State of Virginia City of Roanoke I, (the undersigned) an authorized representative of the Times-World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City/County of Roanoke, Commonwealth/State of Vi~ia. Sworn and subscribed before me this _~Lday of September 2005. Witness my hand andI ~~ ~r/~. '_. 3 otary P lic The Council of the City of Taylor Municipal Building, public right-of-way, the PUBLISHED ON: 09/02 09/09 TOTAL COST: 247.94 FILED ON: 09/09/05 Authoriz Signature:___~_/_x~___~__-__~_ =--~. _~__~__._vv_w_~_j~, Billing Services RepreSentative NOTICE OF PUBLIC HEARING TO WHOM IT MAY CONCERN: The Council of the City of Roanoke will hold a Public Hearing on Monday, September 19, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, in the Council Chamber in the Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., on an application to permanently abandon, vacate, discontinue and close, to the extent the City has any legal interest in said public right-of-way, the following public right-of-way: That portion of Whitmore Avenue, S.W., west of Jefferson Street, S.W. A copy of this proposal is available for public inspection in the Office of the City Clerk, Room 456, Noel C. Taylor Municipal Building. All parties in interest may appear on the above date and be heard on the question. If you are a person with a disability who needs accommodations for this public hearing, contact the City Clerk's Office, 853-2541, by Thursday, September 15, 2005. GIVEN under my hand this 24th day of August, 2005. Mary F. Parker, City Clerk. K:\N O TICES/N-C LO S E-ST(WHITMORE AVE) 091905 DOC Notice to Publisher: Publish in the Roanoke Times once on Friday, September 2, 2005 and Friday, September 9, 2005. Send affidavit to: Mary F. Parker, City Clerk 215 Church Avenue, S. W. Roanoke, Virginia 24011 (540) 853-2541 Send bill to: Robert B. Manetta, Attorney 213 S. Jefferson Street, Suite 720 Roanoke, Virginia 24011 (540) 224-5065 MARY E PARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, V'uginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clcrk@ci.roanok¢.va.us STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk September 21, 2005 File #53-467 George J. A. Clemo, Attorney Woods Rogers PLC P. O. Box 14125 Roanoke, Virginia 24038-4125 Dear Mr. Clemo: I am enclosing two copies of Resolution No. 37191-091905 authorizing issuance of general obligation bond, or bonds, in an amount estimated not to exceed $1,200,000.00 for financing certain capital improvements for Fallon Park Elementary School. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Mary F. Parker, CMC City Clerk MFP:ew Enclosure K:~AGENDA CORRESPONDENCE~genda correspondence 05~Sept 05\Sept 19 2005 correspondence.doc George J. A. Clemo, Attorney September 21, 2005 Page 2 pc: Kathy G. Stockburger, Chair, Roanoke City School Board, 2506 Cornwallis Avenue, S. E., Roanoke, Virginia 24014 Darlene L. Burcham, City Manager Jesse A. Hall, Director of Finance Cindy H. Lee, Clerk, Roanoke City School Board, P. O. Box 13145, Roanoke, Virginia 24031 K:~AGENDA CORRESPONDENCE~agenda correspondence 05\Sept 05~Sept 19 2005 correspondence.doc [Subsidy] [Fallon Park] Resolution No. 37191-091905 The 19th day of September, 2005 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $1,200,000 GENERAL OBLIGATION SCHOOL BONDS OF THE CITY OF ROANOKE, VIRGINIA, SERIES 200~-A, TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF. WHEREAS, on September 22, 2004, 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 $1,600,000 (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 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 "Commilment") 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 mount 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 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 Temporary Notes were to have been consolidated into a pvm~anent 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 period of twenty (20) years; WHEREAS, in connection with the 2005 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, {#093724~1,077826-00047-01} 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"); 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 $1,200,000 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 19, 2005, on the issuance of the Bonds (as defined below) in accordance with the requirements of Section 15.2- 2606, Code of Virginia 1950, as mended (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. Anthnri~sfinn nf llnnd~ and lI~e nf Praeeed~. 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 $1,200,000 (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. ~ale of the Rondq_ It is detemained 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 28, 2005 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 florida. 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 2005-A"; shall bear interest from the date of delivery thereof payable semi-annually on each January 15 and July 15 begilming July 15, 2006 (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 (#0937249-1, 077826-00047-01} 2 attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of this Resolution. 4. Interest Rates and Prlnelpal lnstallments~ 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 provided further, that the tree interest cost of the Bonds does not exceed five and thirty five one- hundredths percent [(5.35 %)] 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. Form of the Bonds. 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; Pa.v/n_o A~ent and llnnd Re,latter_ 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 p,mdtted 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 nr 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. {#0937249-1, 077826-00047-01} 3 8. F. xeentlnn nf the florida. The Mayor or Vice Mayor and the Clerk or any Deputy Clerk of the Council are authorized and directed to execute and deliver the Bonds and to affix the seal of the City thereto. 9. Pled~oe nf ghdl Faith and ~r~,dlt. For the prompt payment of the principal of, 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 valnrem 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 of the City are not lawfully available and appropriated for such purpose. 10. Uae nf Prneeeda Certificate and (~ertiflcate an tn ArbitraEe The Mayor, the City Manager and such officer or officers of thc 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 thc proceeds of the Bonds and containing such covenants as may bc 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 cxclusiun from gross income of interest on the Bonds and on the VPSA Bonds except as provided below. The Council covenants on behalf of thc City that (i) the proceeds fi.om 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 fiom gross income for Federal income tax purposes. 11. State Nnn-Arhiirao~e Prn_oram; Prneeeda A_or~ment The Council hereby determines that it is in the best interests of the City to authorize and direct the City Treasurer to participate in thc State Non-Arbitrage Program in connection with thc 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 thc 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. Continnin~ l~iaclnanre A~oreement. 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 F 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 {#0937249-1, 07782e-00047-0'1) 4 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. Filin~ nf Re~olutinn. 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. Fnr~her Actions. The 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 necessai3' or desirable in connection with the issuance and sale of the Bonds and any such action previously taken is hereby ratified and confirmed. 15. ~. This Resolution shall take effect immediately. {#0937249-1, 077826-00047-01} 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 September 19, 2005, 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 and that the attendance and voting of the members in attendance on the foregoing resolution were as follows:. 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 Z/day of September, 2005. Clerk, City of Roanoke, Virginia [SEALI {#0937249-1, 07782~00047-01} 6 [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 2005-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, 2006 and annually on July 15 thereafter to and including July 15, 2025 (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, 2006 (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, {~/093724g-1, 077828-00047-01} A-! 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 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 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. {#0937249-1, 077826430047-01} A-2 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 school purposes. This Bond may be exchanged without cost, on twenty (20) days written notice from 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 beating 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 Reg/strar 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, (#0937249-1, 07782~00047-01} ^-3 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 &Roanoke, Virginia 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 ,2005. CITY OF ROANOKE, VIRGINIA (SEAL) ATTEST: Clerk, City of Roanoke, Virginia Chairman, Mayor, City of Roanoke, Virginia {#0937249-1, 077826-00047-01} ^-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.) {~0937249-1, 077826-~0C47-01} ^-5 Principal Rate Interelt 7115/2006 51,329.00 3,100% 27,013.13 1/15/2007 0,000~ 19,712,01 7115/2007 51,636.00 3.100% 18,712.01 1/15/2008 0.000% 18,911.65 711572008 51,493.00 3.100% t8,911.65 1/15/2(X)9 0.000% 18,118.51 7/15/2009 51,411.00 3,350~ 16,113.51 1/15/2010 - 0.000~ 17,252.37 7/15/2010 51,392,00 3.350~ 17,252.37 1/1 5/2011 0,000~ 16,39t .56 7/15/2011 51,437.00 3.600~ 16,391.56 1/15/2012 0.000~ 15,465.6g 7115/2012 51,550.00 3.600~ 16,465.69 1115/20t3 0.000~ 14,537.79 7/15/2013 51,732.00 3.850~ 14,537.78 1115/2014 0.000~ 13,541.95 7115~2014 51,987.00 3.850~ 13,541.95 1/15/2015 0.000~ 12,541.20 7/15/2015 52,319.00 4.100~ 12,541.20 1/15/2016 0.000~ 11,468.66 7/15/2016 52,731.00 4.100~ 11,468.66 1115/2017 0.000% t0,387.68 7/15/2017 53,161.00 4.100% 10,387.68 1115/2018 O.(X)0% 9,297.86 7/15/2018 53,608.00 4.100% 9,297.66 1115/2010 0,000~ 8,198.91 711512010 54,075.00 4,100% 8,198.9t 1115~2020 0.000~ 7,090.$7 7115/2020 54,560.00 4.100~ 7,090.37 1/15/2021 0.000~ 5,871.89 7/15/2021 55,080.00 4.150% 5,971.89 1115/2022 0.0(0% 4,828.98 7/15/2022 55,650.00 4.200~ 4,828.98 1115/2023 0.000% 3,860.33 7/15/2023 56,274.00 4.250% 3,660.33 1/15/2024 0.000% 2,464.51 7/15/2024 56,952.00 4.300~ 2,464.51 1/15/2025 0,000~ t,240.04 7/15/2025 57,676.00 4.300~ 1,240.~, 1/18/2o2e -. 0.0o0% o.oo $ 1~0661053.00 $ 4501067.01 Total Fiscal Total $79,242.13 0.00 · 10,712.01 98,954.14 71,348.01 0,00 18,911.65 90,259.65 70,404.65 0.00 18,113.61 88,518.15 69,524.51 0.00 17262.37 86,776.88 68,644.37 0.00 16,391.66 85,035.93 67,628.56 0.00 15,465.69 83,294'~5 67,015.69 0.00 14,537.79 81,553.48 68,269.79 0.00 13,541.95 79,8tl.74 65,528-95 0.00 12,541.20 78,070.15 64,860.20 0.00 11,468.86 76,328.86 64,199,66 0.00 10,387.68 74,587.34 63,548.68 0.00 9,287,88 72,846.55 62,906~8 0.00 8,198.91 71,10,1.79 62,273.91 0.00 7,090.37 69,364.28 61,660.37 0.00 6,971.89 67,62.2.26 61,051.89 0.00 4,828.98 65,880.87 60,476.98 0.00 3,660.33 64,139.31 59,934.33 0.00 2,464.51 62,398.84 59,416.5t 0.00 1,240.04 60,856.54 58,918.04 0.00 0.00 58,916.04 0.00 $1~$16r120.01 A-6 CERTIFICATE OF THE CLERK OF THE CIRCUIT COURT OF THE CITY OF ROANOKE. VIRGINIA The undersigned Clerk of thc Circuit Court of the City of Roanoke, Vir~'nla, hereby (1) The undersigned Clerk of the Circuit CoUrt of the City of R~m~ ~'tifies that the Mayor and Members of the City Core,il of the City o~Ro~ : named below have take~ and subscribed the oath pre~ribed by law on 6r bc on which his or her term or terms of office began, pursuant to § 15.2-1522 ¢ Vir~'nia 1950, as ameoded, as folloWs: [~e, ¥ir~'ni~, hereby ~ok~, bre Xhe date or dates the Code of Name Ralph K. Smith, Mayur C. Nelson Harris, Mayor, Vice Mayorl M. Rupert Cutle~ Alfmi T. Dow~ Jr. Beady T. Fitzinmick, Jr., Vice Mayor~ William D. Bestpitoh Linda F. Wyatt Brmda L. McDaniol~ Brian J. Wishneff Sherman P. L~a 6/29/2OOO 6/20/2002, 6/24/2004 6/2O/2OO2 6/2O/2OO2 5/19/2003, 6/24/2004 6/29/20OO 6/29/2000 7/6/2004 6/2A/2004 6/24/2OO4 (2) Pursuant to Section 15.2-2607 of the Code of Vir~'nla of 1950, ~s amended, been filed with the Comt a certified copy of (a) a rcsolution of the Cou~;cil ~titl~l o,, 'to I Term of office as Vice Mayor was flora 7/1 when elected mayor for 4 ~ torm be~nnln5 711/21 2 Appointed to fill unexpired council term of year term be~nnin5 7/1/2004; ~rve~ as Vice Mayor Appointed to fill unexpired council te~n of C. ~tillha~ H. Carder~' ele :ted ~ Council for 4 for 2 year term be~mt,ng 7~1/2004. Nelson Hmvis.,! ~11o~10.1, GENERAL OBLIGATION SCHOOL BONDS, SERIES 2005-B, OF THE ~ ROANOKE, VIRGINIA, TO BE SOLD TO THE V~RGINIA PUBLIC SC~ AND PROVIDING FOR THE FORM AND DETAILS THEREOF," nd~pte Council of the City of Ronnoke, Vir~ni~, on September 19, 2005, and ~) a Council entitled "RESOLUTION AUTHORIZING THE ISSUANCE OF N' xr , or [OO~ AUTHORITY d b~ the City cso!ufion ofth~ ~r ~o ~C~ $1,200,000 GENERAL OBLIGATION SCHOOL BONDS, sERIES 20~)$-A, OF THE CITY OF ROANOKE, VIRGINIA, TO BE SOLD TO THE V]ROINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF," ndoptzd b~the City Council of~he City of Roanoke, Vir~nia, on Scptember 19, 2005. W1TNESS my hand and seal of the Circuit Court of the City of Ronnoke~ Virginia, thi. ~'?7'P'day of October, 2005. [SEAL] City of Roanoke, Vir~_'n~a VIRGINIA PUBLIC SCHOOL AUTHORITY BOND SALE AGREEMENT dated as of September 28, 2005 [Fallon Park] Name of Jurisdiction (the "Local Unit"): City of Roanoke, Virginia Sale Date: Not earlier than October 3, 2005, nor later than October 20, 2005 Closing Date: On or about November 10, 2005 Proceeds Requested: $1,160,900 Maximum Authorized Par Amount: $1,200,000 Amortization Period: Up to twenty (20) years 1. The Virginia Public School Authority ("VPSA") 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 resolution) fi.om the proceeds of the VPSA's bonds. The sale of VPSA's bonds is tentatively scheduled for October 12, 2005 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 September 28, 2005, your local goveming body will have duly authorized the issuance of your bonds by adopting a resolution in the form attached hereto as 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 {#0937357-1, 0778264~0047-01} 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 F, 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 3, 2005. 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 (Il) 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 (I) the date of the VPSA's applicable Preliminary Official Statement (in the case of this sale, expected to be October 3, 2005), (fi) the date of the VPSA's applicable final Official Statement (in the case of this sale, expected to be October 12, 2005) and (m) the date of delivery of the applicable VPSA bonds (in the case of this sale, expected to be November 10, 2005), 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 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. {#0937357-1, 0778264)0047-01} September 9, 2005 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) certified copies 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, true and correct and did not and does not contain an 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, 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, (II) 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 agreement/letter of instruction providing for the retirement of the Interim Security and (III) your compliance with the terms of this agreement. One complete original transcript of the documents listed above shall be provided by your counsel to Sidley Austin Brown & Wood LLP on the Closing Date or, with VPSA's permission, as 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 28, 2005. {g0937357-1, 0778264~0047~1} September 9, 2005 Virginia Public School Authority By: Authorized VPSA Representative City of Roanoke, Virginia By: Name: Darlene L. Burcham Title: City. Manager {~K1937357-1,0778264)0047-01} September 9, 2005 (For information only; not part of the Bond Sale Agreement.) Please have the presiding officer, or other specifically designated agent, of your governing 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 28, 2005 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 iN. 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 returned at closing. {#0937357-1,077826-00047~1} September 9, 2005 APPENDIX A to the Bond Sale Agreement STANDARD TERMS AND CONDITIONS Described below are terms of the local school bonds which must be eanbodied 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. lntere~t 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, 2006. 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, (i) the paying agent and bond registrar therefor shall be a bank or trust company qualified to serve as such, and 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 payrnent 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 would 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. {g09372§1-1, 077826-00047~31 } I:~OCS\CLEMO\077826\00047-01 ~corp\0937251 .DOC September 9, 2005 (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 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 nr Rerlemptinn Note: Local School Bonds purchased by VPSA as part of the 2005 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 goveming 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, 2015 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 after July 15, 2015, 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: Daten Price July 15, 2015 through July 14, 2016 July 15, 2016 through July 14, 2017 July 15, 2017 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. {g0937251-1, 0778264)0047-0~} I:\DOCS\CLEMO\077826\00047-01 ~corp\0937251 .DOC September9, 2005 2 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 28, 2005 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 Cntnpo~ito T~mm 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 fi.om the same source of funds) as your local school bonds, during the period beginning 15 days in advance of and ending 15 days atter VPSA's Sale Date. Reojmat and Cnn~ent of(2nnn~y ~qehnnl Rnard3 Before the governing body of a County adopts the bond resolution, the County School Board must first request, by resolution, the goveming body to take such action. The County School Board must also consent to the issuance of bonds by the County. (See form of resolution in 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. 3 Not applicable to cities and towns. (Section 15.2-2640, Code of Virginia) {#0937251-1,077826-000474M } 15DOCS\CLEMO\077826\00047-01 ~eorp\0937251 .DOC September 9, 2005 Appendix E attached hereto.) Public Hearing and Notice Before the final authorization of your issuance of the bonds by the goveming body, the goveming body must hold a public heating 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 hearing may not be held less than 6 nor more than 21 days after the date the second notice appears in the newspaper. 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 temporasy 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 Annnal 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: Richard J. Raphael One State Street Plaza New York, New York 10004 {~0937251-1,077826-000474)1 } I:~DOCS\C LEMO\077826\00047-01 ~corp\0937251 .DOC September 9, 2005 4 [Subsidy] [Fallon Park] APPENDIX B To the Bond Sale Agreement Resolution No. The 19th day of September, 2005 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $1,200,000 GENERAL OBLIGATION SCHOOL BONDS OF THE CITY OF ROANOKE, VIRGINIA, SERIES 2005-A, TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF. WHEREAS, on September 22, 2004, 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 $1,600,000 (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 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 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 Temporary 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 period of twenty (20) years; WHEREAS, in connection with the 2005 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 {~K)937249-1,07782§~)00474)1} 1 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"); 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 $1,200,000 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 19, 2005, 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. Authorization of llnndn and l[ae of Proeeeda. 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 $1,200,000 (thc "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 thc terms established pursuant to this Resolution. 2. ~lLlla~flla~. 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 28, 2005 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. I~etail~ e~f the Ronda 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 2005-A"; shall bear interest fi'om the date of delivery thereof payable semi-annually on each January 15 and July 15 beginning July 15, 2006 (each an "Interest Payment Date"), at the rates established in accordance with Section 4 of this Resolution; and shall mature on {#0937249-1,0778264~0047-01} 2 July 15 in the years (each a "Principal Payment Date") and in the amounts set forth on Schedule I attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of this Resolution. 4. Interest Rates and Prinei_nal 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 provided further, that the true interest cost of the Bonds does not exceed five and thirty five one- hundredths percent [(5.35 %)] 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. ih'arm nf the llOl~dS, 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 ~,~ent and Rtmd Registrar 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. Na Redemptlnn or Pr~.naymenl. 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. {#0937249-1, 077826~30047A31) 3 8. ~. The Mayor or Vice Mayor and the Clerk or any Deputy Clerk of the Council are authorized and directed to execute and deliver the Bonds and to affix the seal of the City thereto. 9. Pledge of ICnll Faith and Credit. For the prompt payment of the principal of, 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 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. Tl~e of Pre~eeed~ Certificate and Certificate ns tn Arhitra_og 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 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 Council 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. l l. ~tate Nnn-ArhitraEe Prn~oram.'. Prneeedn Agreement. The Council hereby detcn~nines 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. Cnntinning ll~i~eln~,re 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 F to the Bond Sale Agreement, setting forth the reports and notices to be filed by the City and containing such covenants as may be {~0937249-1,077826-00047~)1} 4 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. I~illng of Rennlntinn. 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. ~. The 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 confmned. 15. i*,ffeetlve I)ate This Resolution shall take effect immediately. {#0937249-1, 077826~0047-01} 5 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 September 19, 2005, 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 and that the attendance and voting of the members in attendance on the foregoing resolution were as follows:. 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 ItAND and the seal of the City of Roanoke, Virginia, this September, 2005. day of Clerk, City of Roanoke, Virginia [SEAL] {#0937249-1, 077826-00047-01} [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 2005-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, 2006 and annually on July 15 thereafter to and including July 15, 2025 (each a "Principal Payment Date"), together with interest fi:om the date of this Bond on the unpaid installments, payable scnni-annually on January 15 and July 15 of each year, commencing on July 15, 2006 (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, {~0937249-1,077826-00047-01} A-1 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 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 properly 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. {#0937249-1,077826~)0047-01} A-2 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 school purposes. This Bond may be exchanged without cost, on twenty (20) days written notice from 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 $5,000 and whole multiples thereof, and; in any case, having an equal aggregate principal amount having maturities and beating interest at rates corresponding to the maturities of and the interest rates on the installments of principal of this Bond then unpaid. This Bond is registered in the name of the Virginia Public School Authority on the books of the City kept by the Bond Registrar, and the transfer of this Bond may be effected by the registered owner of this Bond only upon due execution of an assignment by such registered owner. Upon receipt of such assignment and the surrender of this Bond, the Bond Registrar shall exchange this Bond for definitive Bonds as hereinabove provided, such definitive Bonds to be registered on such registration books in the name of the assignee or assignees named in such assigmnent. The principal installments of this Bond are not subject to redemption or prepayment. All acts, conditions and things required by the Constitution and laws of the Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of this Bond have hap- pened, exist and have been performed in due time, form and manner as so required, and this Bond, {#0937249-1,077826~0047~)1} together with all other indebtedness of the City, is within every debt and other limit prescribed by the Constitution and laws of the Commonwealth of Virginia. IN WITNESS WHEREOF, the City Council of the City of Roanoke, Virginia has caused this Bond to be issued in the name of the City of Roanoke, Virginia, to be signed by its Mayor or Vice-Mayor, its seal to be affixed hereto and attested by the signature of its Clerk or any of its Deputy Clerks, and this Bond to be dated _, 2005. CITY OF ROANOKE, VIRGINIA (SEA ) ATTEST: Clerk, City of Roanoke, Virginia Chairman, Mayor, City of Roanoke, Virginia {$t0937249-1, 0778264)0047-01} 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 attomey 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 f~ont of this Bond in every particular, without alteration or change.) {#0937249-1, 077826~0047-01 } A-5 Pdnolpel Rmte Interest Total Flexi Totll 7/15/2006 51,329.00 3.100% 27,913.13 $79,242.13 0.00 1/15/2007 0.000% 19,712.01 t9,712,01 98,954.14 7/15/2007 51,636.00 3.100% 19,712.01 71,348.01 0.00 1/15/2008 0.000% 18,911.65 18,911.65 90,259.65 7115/2008 61,493.00 3400% 18,911.65 70,404.65 0.00 1115/2009 0.000% 18,1t3.51 18,113,5t 88,518.15 7/15~2009 51,411,00 3.350~ 18,113,51 69,524,$1 1/15/2010 0,000~ 17,?.52.37 17,252.37 86,776,88 7115/2010 51,392.00 3,350~ 17,252.37 68,644,37 0.00 1/15~2011 0,000~ 16,391,56 16,39t.56 85,035.93 7115/2011 51,437.00 3,600~ 16,391.5~ 67,828.56 0.00 1/t5/2012 0.000~ 15,465.69 t5,465.69 83,294'.25 7/15~2012 51,550,00 3,600~ 15,465.69 67,015.69 0.00 1115/2013 0.000~ 14,537,79 14,537.79 $1,553,48 7115/2013 51,732.00 3,850~ t4,537.79 66,269.79 0.00 1115,'2014 0.000% 13,541,95 13,541.95 79,8tl.74 7115/2014 51,987.00 3.850~ 13,541.95 65,528.95 1/15/2015 0,000% 12,54120 12,541.20 78,070.15 ?/15/2015 52,319.00 4.100~ 12,541.20 64,860.20 0.00 1/15/2016 0.000~ 11,468,66 11,468,66 76,328,86 7/15/2016 52,731.0~ 4.100~ 11,468,66 64,199.66 0.00 1115/2017 0,000~ 10,387,68 10,387,68 74,587.34 7/15J2017 53,161.00 4.100% 10,387.68 63,548.6~ 1/15/2018 0.000% 9,297.88 9,297.88 72,846.55 7115/2018 53,608.00 4.100% 9.297.88 62,905,68 1/15.,20t9 0.000~ 8,198.91 8,198.91 71,104.79 7/15/2019 54,075.00 4.100~ 8,198.91 62.273.91 1/15/2020 0.000~ 7,090.37 7,090.37 69,364.28 7115/2020 54,560.00 4.100~ 7,090.37 61 ,~,0,37 0.00 1/15~2021 0.000% 5,971.89 8,971.89 67,622.26 7115/2021 55,080.00 4.150% 5,971.89 61,051.89 0.00 1/15/2022 0.000% 4,828.98 4,828.98 65,880.87 7/15/2022 55,650.00 4.200~ 4,828.98 60,478,98 0.00 1/15/2023 0.000% 3,6~0.33 3,660.33 64,139.31 ?/15/",~23 56.274.00 4.250~ 3,660.33 59,934,33 0,00 1/15/2024 0.000~ 2,464.51 2,464.51 62,398.84 7/15/2024 56,952,00 4.300~ 2,464,51 59,416.51 1/15/2025 0,000% 1,240,04 1,240.04 60,656,54 7/15/2025 57,676.00 4,300~ 1,240,04 58,916.04 1115/2026 - 0,000~ 0.00 0.00 58,916.04 7t15/2026 0.00 4~0i0~7.01 ,,,$ trO~rO~.O0 $1r516;120.01 [Fallon Park] APPENDIX C to the Bond Sale Agreement USE OF PROCEEDS CERTIFICATE FOR NEW MONEY The $ General Obligation School Bonds, Series 2005-A (the "Bonds") issued by the City of Roanoke, Virginia (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 2005 D (the "VPSA's Bonds"), pursuant to a Bond Sale Agreement dated as of September 28, 2005. 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 Project. 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. {g0937252-1,077826-000474~1}C- ] NY1 4827608vl (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 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 (II) 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 carried 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 or other nationally recognized 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. {#0937252-1,077826-00047411}C-2 NYI 4827608vl 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 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, [20j). (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 {#09372§2-1, 0778264)0047-01}C-3 NYI 4827608vl 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. 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. Other than the Issuer's $ General Obligation School Bonds, Series 2005-B, 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. {#0937252-1,077826-000474~1}C-4 NYI 4827608vl 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 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 amount of reimbursed costs incurred by the Issuer with respect to the Project is not expected to exceed $1,183,416. Such expenditures were paid prior to the date hereof but no earlier than sixty (60) days prior to November 17, 2003, 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 fi.om 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. {~0937252-1, 0778264)0047-01}C-5 NY1 4827608vl (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 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 fund. (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. {#0037252~1, 077828-00047-01}C-6 NY1 4827608vl Date: CITY OF ROANOKE, VIRGINIA By: Name: Darlene L. Burcham Title: City Manager SCHOOL BOARD OF THE CITY OF ROANOKE, VIRGINIA By:. Name: Kathy G. Stockburger Title: Chairman {g0937252-1, o77826-ooo47-ol}C-7 NYI 4827608vl 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 concerning the expenditure of the proceeds of the City/County of (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 28, 2005, 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 from 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 nfthe Bonds. (e.g. your legal fees) (d) The amount set forth in Questions 2(a) plus the amount set forth in Question 2(b) {~oo372s$-1,0778364~0o47-m }I:~DOCS\CLEMO\077826~00047-0 l\corp\0937253.DOC 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 (f) Reconstruction of Real Property4 (g) Rehabilitation of Real Property (h) Construction of Tangible Personal Property6 (i) Specially dev7eloped computer software (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 Available Construction Proceeds of the Bonds set forth in Question 2(d).) 1-7 See the Endnotes on pages D-7 and D-8. {g0937253-1, 077826-00047~1} September 9, 2005 D-2 (a) Co) (c) Have you borrowed, directly or indirectly, (such as through an industrial development author/W) 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 Do you intend to use the proceeds of the Bonds to refinance or repay any loan used to finance the Project costs? Yes No 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) 6. (a) If the answer to question 5(a) or Co) 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 from the proceeds of the Bonds for Project costs advanced from your General Fund or other available sources? Yes No {#0937253-1,077826~0047-01) September 9, 2005 D-3 Co) If the answer to Question 5(d) or Question 6 (a) is "Yes", with respect to all such expenditures, please indicate the mount 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 40). 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, 2005 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, 2005 to May 10, 2006 From May 11, 2006 to November 10, 2006 From November 11, 2006 to May 10, 2007 From May 11, 2007 to November 10, 2007 Total9 8 and 9 See the Endnotes on page D-8. $ 8 {~0937253-1, 077826-000474) 1} September 9, 2005 D-4 Co) 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, 2008? Yes No 10. For proposes of this Question 10, assume that the Bonds are delivered on November 10, 2005 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 byMay 10, 2006? Yes No Co) Does the City/Cotmty expect to expend and disburse the amount shown in Question 4(b) for the acquisition of interests in real property by May 10, 2006? 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, 2006? Yes No (d) (i) Does the City/County expect to expend and disburse the amount shown in question 4(1) by November 10, 2008? Yes No (ii) Assuming that the Bonds are delivered on November 10, 2005, 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, 2005 to May 10, 2006 From May 11, 2006 to November 10, 2006 From Novemberl 1, 2006 to May 10, 2007 From May 11, 2007 to November 10, 2007 10 Total $ 10 See the Endnotes on page D-8. {~0937253-1, 0778264)0047-01 } September 9, 2005 D-5 [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, 2005 and funds are made available to you on that date, please complete the following schedule indicating the amount of gross proceeds that the City/County expects to expend and disburse during the following time periods: From November 10, 2005 to May 10, 2006 From May 11, 2006 to Novemberl0, 2006 From Novemberl 1, 2006 to May 10, 2007 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 2005 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 2005 D. 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. ~ Include amounts expended prior to November 10, 2005 and approved by your bond counsel for reimbursement f~om your bond proceeds. This does not include any amount used to refinance or repay any loan. (g0937253-1, 077826~)0047-01} September 9, 2005 D-6 Name of Person Completing Questionnaire Title Signature Date {~937253-1,077826-00047~)1 } September 9, 2005 D-7 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, school buses, 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, iff (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, w/th 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). {#0937253-1,077826-00047-01} September 9, 2005 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, 2005 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. Total should equal the amount in 4(1). Include amounts expended prior to November 10, 2005 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. {~0937253-1,077826~0047-01} September 9, 2005 D-9 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 defined below] [Fallon Park] This Cominuing 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 2005 D (the "Series 2005 D Bonds") pursuant to the provisions of a bond resolution (the "1997 Resolution") adopted on October 23, 1997, as amended and restated. The Series 2005 D 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 2005 Series D 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. I~rp. n~e nf the DiRclc~m~re A~reement This Disclosure Agreement is being executed and delivered by the Local Issuer for the benefit of the holders of the Series 2005 D Bonds and in order to assist the Participating Underwriters (defined below) in complying with the Rule (defined 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. D~finiticma 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 Agreemem. "bond sale agreemem" shall mean the Bond Sale Agreement and any other comparable written 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. {~0937254-1, 077826-00047~1} E-1 "Fiscal Year" shall mean the twelve-month period at the end of which financial 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 2005 D 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. "Participating Underwriter" shall mean any of the original underwriters of the Authority's Series 2005 D 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. Prnvi~inn nf Annnal l~epnrta. (a) The Local Issuer shall, or shall cause the Dissemination Agem to, provide to each Repository an Annual Report which is consistent with the requiremems of Section 4 of this Disclosure Agreement. Such Annual Report shall be filed 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, 2006) 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 {#0937254-1, 077826-00047~)1} 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 l~eport~, Except as otherwise agreed, any Annual Report required to be fried 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 2005 D 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. Re. porting nf I.i~tocl EventR 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 stares as a MOP as of any other date. {~1937254-1,077826-00047-01} 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. Terminatinn of Re..'?orting {3hligation. 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. Di~ominatinn Agent. 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. Amendment. 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. Additional Information 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. r)~fault. 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 rules and regulations promulgated thereunder, or other applicable laws. {#0937254-1, 077826-00047-01} E-4 SECTION 11. ttenefieiaries 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. Cnuntem~art~ 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: CITY OF ROANOKE, VIRGINIA By Darlene L. Burcham City Manager {~)937254-1, 077826A)0047-01} E-5 NOTICE OF FAILURE TO FILE ANNUAL REPORT [AUDITED FINANCIAL STATEMENTS] EXHIBIT A Re: VIRGINIA PUBLIC SCHOOL AUTHORITY SCHOOL FINANCING BONDS (1997 Resolution) SERIES 2005 D CUSIP Numbers. Dated: November 1, 2005 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 Agreemem, which was entered into in connection with the above-named bonds issued pursuant to that certain Series Resolution adopted on [September 8, 2005], by the Board of Commissioners of the Virginia Public School Authority, the proceeds of which were used to purchase $ [General Obligation School Bonds, Series 2005-A 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_ {g0937254-1, 077826-00047~1} 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 tax-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 fiscal 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 earollment and infrastructure data as of the end of the preceding fiscal year. The Annual Report should also include a description of material litigation pending against the Local Issuer. {#0937254-1, 077826~0047~)1} E-7 SABW Draft September 12, 2005 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 $ , ,000 School Financing Bonds (1997 Resolution) Series 2005 D Dated November [ 10], 2005 Among Virginia Public School Authority Wachovia Bank, N.A. PFM Asset Management LLC and Accomack County Albemarle County Amelia County Amherst County Buckingham County Chesapeake City Fauquier County Floyd County Fluvanna County Frederick County Grayson County Halifax County Harrisonburg City Henry County Hopewell City King George County Lunenburg County Lynchburg City Manassas Park City New Kent County Orange County Page County Patrick County Prince George County Roanoke City Rockingham County Stafford County York County -i- NYI 5751645v.2 SABW Draft September 12, 2005 Table of Contents Page Section 1. Recitals ........................................................................................................................... 1 Section 2. Definitions ...................................................................................................................... 3 Section 3. Disposition of VPSA Bond Proceeds ............................................................................. 9 Section 4. Establishment of Accounts ........................................................................................... 10 Section 5. Disposition of Local School Bond Proceeds ................................................................ 11 Section 6. Investment of Principal Subaccount ............................................................................. 11 Section 7. Disbursements from Principal Subaccount .................................................................. 12 Section 8. Investment of Income Subaccount ............................................................................... 12 Section 9. Income Subaccount ...................................................................................................... 12 Section 10. Investment Losses ...................................................................................................... 15 Section 11. Rebate Computations .................................................................................................. 15 Section 12. Transfers to Income Subaccount ................................................................................ 16 Section 13. Disposition of Excess Proceeds, Yield Restriction and Yield Reduction Payments ............................................................................................................................ 16 Section 14. Rebate Payments and Penalty Payments, Yield Reduction Payments .......................18 Section 15. Duties of VPSA .......................................................................................................... 19 Section 16. Duties of the Depository ............................................................................................. 20 Section 17. Duties of Local Units .................................................................................................. 20 Section 18. Responsibilities of the Investment Manager .............................................................. 21 Section 19. Costs ........................................................................................................................... 21 Section 20. Opinions of Counsel ................................................................................................... 22 Section 21. Amendment ................................................................................................................ 22 Section 22. Notices ........................................................................................................................ 23 -ii- NYI 5751645v.2 SABW Draft September 12, 2005 Section 23. No Third Party Beneficiaries ...................................................................................... 24 Section 24. Severability ................................................................................................................. 24 Section 25. No Personal Liability .................................................................................................. 24 Section 26. Applicable Law .......................................................................................................... 25 Section 27. Counterparts ............................................................................................................... 25 Section 28. Effective Date; Term .................................................................................................. 26 -iii- NY1 5751645v 2 SABW Draft September 12, 2005 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 $[ , 1,000 School Financing Bonds (1997 Resolution) Series 2005 D This PROCEEDS AGREEMENT, dated November [10], 2005 (this "Agreement"), is among the Virginia Public School Authority, a public body corporate and instrumentality of the Commonwealth of Virginia ("VPSA"), the twenty-three (23) counties and six (6) 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 of America 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 September [28], 2005, VPSA and each of 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 [12], 2005, VPSA's Bonds were awarded at competitive bidding to the Purchaser. The Purchaser is obligated by the tm-ms 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 to the purchase of the Local School Bonds on November [10], 2005, the Local NY1 5751645v 2 SABW Draft September 12, 2005 School Bonds Closing Date. VPSA will also apply certain of the proceeds of the sale of VPSA's Bonds 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(f) 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 -2- NY[ 5751645v.2 SABW Draft September 12, 2005 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], 2005, 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 -3. NYI 5751645v.2 SABW Draft September 12, 2005 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 September [28], 2005, 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-spentqast rule applies, that carry out the governmental purpose of the Local School Bond issue. "Closing Date" shall mean, with respect to the VPSA Bonds, the date of delivery by VPSA of such Bonds to the Purchaser. The Closing Date is scheduled to be November [10], 2005. "Code" shall mean the Internal Revenue Code of 1986, as amended. -4- NYI $751645v.2 SABW Draft September 12, 2005 "Computation Date" shall mean each of the Installment Computation Dates, Local Unit Computation Date, and the Final Computation Date. "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. "Depository Agreement" shall mean the Depository Agreement appearing as Exhibit A to the Contract. "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 Subaccount" shall mean the Income Subaccount established pursuant to Section 4 of this Proceeds Agreement for each Local Unit. "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. -5- NY1 5751645v 2 SABW Draft September 12, 2005 "Installment Computation Dates" shall mean November [10], 2010, 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 Computation Date" shall mean the date selected by a Local Unit as the date as of which the Rebate Requirement with respect to its issue of Local School Bonds shall be computed. Such date shall not be earlier than the date on which such Local Unit anticipates that all of the proceeds of such issue of Local School Bonds, including any amounts set aside in the Income Subaccount for the payment of the Rebate Requirement, shall be expended. NYI 5751645v 2 SABW Draft September 12, 2005 "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 amount 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 of this Proceeds Agreement for each Local Unit. "Proceeds Account" shall mean, with respect to each Local Unit, its account established under Section 4 of this Proceeds Agreement. "Purchaser" shall mean [Purchaser], the bidder offering to pay the lowest true 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. -7- NYI 5751645v.2 SABW Draft September 12, 2005 "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. "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 o£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. "Tax Exempt Bond" shall mean a bond the interest on which is excludable from gross income under Section 103(a) of the Code and is not a specified private activity bonds as defined in Section 57(a)(5)(C) of the Code. "Two-Year Exception" shall mean the exception to the Rebate Requirement provided by Section 148(f)(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 -8- NYI 5751645v.2 SABW Draft September 12, 2005 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 $[ ,~,000 aggregate principal amount of VPSA's School Financing Bonds (1997 Resolution) Series 2005 D. "Withdrawal Date" shall mean the date as of which an interim Rebate Calculation is made pursuant to Section 9 of this Proceeds Agreement. "Yield" shall have the meaning accorded to such term by the Letter Agreement. "Yield Reduction Payment" shall have the same meaning given to such term by Section 13 of this Proceeds Agreement. "Yield Restriction Requirement" shall have the same meaning given to such term by Section 13 of the Proceeds Agreement. Section 3. Disposition of VPSA Bond Proceeds. A. Prior to the Closing Date, each Local Unit will complete and submit, to the Investment Manager, the program reg/stration form and the SNAP account registration form annexed to the Information Statement. B. On the Closing Date, VPSA will transfer to the Depository for deposit in SNAP, in immediately available funds, an amount equal to the aggregate purchase price of all of the Local School Bonds ($[ ,__, .j). C. Each Local Unit hereby agrees to adhere strictly to the prescribed and recommended procedures described in the Information Statement. Each Local Unit hereby further agrees that it will not deviate from 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. NYI 5751645v 2 SABW Draft September 12, 2005 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 2005 D Issue Principal Subaccount Income Subaccount (b) The Investment Manager shall establish on its books for each of [Accomack County, Amelia County, Buckingham County, Floyd County, Fluvanna County, Grayson County, Hanover County, Henry County, Hopewell City, King George County, Lunenburg County, Lynchburg City, Manassas Park City, New Kent County, Orange County, Page County, Patrick County, Prince George County, Roanoke City and Rockingham County] within the one (1) Proceeds Account for each such Local Unit, two (2) subaccounts therein, and two (2) subaccounts within each subaccount as follows: VPSA-(Name of Local Unit) Proceeds Account - Series 2005 D Issue Non Subsidy Subaccount Principal Subaccount Income Subaccount Subsidy Subaccount Principal Subaccount Income Subaccount 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 [Accomack County, Amelia County, Buckingham County, Floyd County, Fluvanna County, Grayson County, Hanover County, Henry County, Hopewell City, King George County, Lunenburg County, Lynchburg City, Manassas Park City, New Kent County, Orange County, -10- NYI 5751645v 2 SABW Draft September 12, 2005 Page County, Patrick County, Prince George County, Roanoke City and Rockingham County] 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) - (_) 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. Section 6. Investment of Principal Subaccount. 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 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. -ll- NYI 5751645v.2 SABW Draft September 12, 2005 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 thc 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 Rcpresentative 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 Subacconnt 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 an~ount not in excess of the amount then to the credit of its Income Subaccount if the Local Unit qualifies for any one of the Rebate Exceptions or if such withdrawal is necessary to qualify for one of the Spending Exceptions. -12- NYI 5751645v.2 SABW Draft September 12, 2005 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 2005 (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(f)(2) and (3), pursuant to Code Section 148(f)(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 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 -13- NY1 5751645v.2 SABW Draft September 12, 2005 (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. 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 for the next Computation Date 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) reserve, in the Income Subaccount, the amount 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. -14- NYI 5751645v.2 SABW Draft September 12, 2005 Section 10. Investment Losses. The Investment Manager shall charge any loss realized from the investment or reinvestm~nt 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. 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 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 o£ which is the positive Local Unit Rebate Requirement calculated separately and the denominator of which is the sum o£ all of the positive Local Unit Rebate Requirements calculated separately. I£ any provision of this Agreement shall become inconsistent with any regulation or regulations promulgated under Section 148(f) 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 -15- NYI 5751645v.2 SABW Draft September 12, 2005 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 sum of the Local Unit Rebate Requirement and Yield Reduction Payment of such Local Unit, the Investment Manager shall promptly charge the Principal Subaccount 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 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 stun of the Local Unit Rebate Requirement and Yield Reduction Payment for the Local Unit, such excess shall be transferred to the Principal Subaccount of the Local Unit. Section 13. Disposition of Excess Proceeds, Yield Restriction and Yield Reduction Payments. 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, such amount shall be retained in the Proceeds Account -16- NYI 5751645v.2 SABW Draft September 12, 2005 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. Ifa Local Unit has any balance remaining in either its Principal Subaccount or Income Subaccount on November [10], 2008, such amount shall not be invested at a Yield in excess of the VPSA's Bond Yield (the "Yield Restriction Requirement"). Except as provided in Section 13C below, any balances remaining on deposit in either the Principal Subaccount or Income Subaccount of any Local Unit on November [10], 2008 will be invested by the Investment Manager in either an Individual Portfolio at a Yield not in excess of the VPSA's Bond Yield or Tax-Exempt Bonds in order to comply with the Yield Restriction Requirement. C. If amounts on deposit in the Principal Subaccount or Income Subaccount of a Local Unit qualified for the temporary periods set forth under Treasury Regulation Section 1.148-2(e)(2) or Treasury Regulation Section 1.148-2(e)(6), such Local Unit may continue to invest such amounts in the SNAP Fund in accordance with the provisions of the Information Statmuent and may comply with the Yield Restriction Requirement by making yield reduction payments pursuant to Treasury Regulation Section 1.148-5(c) ("Yield Reduction Payments") to -17- NYI 5751645v.2 SABW Draft September 12, 2005 reduce the yield earned after November [10], 2008 on any investments in either its Principal Subaccount or Income Subaccount. On or before each Computation Date, VPSA will prepare, or cause to be prepared, the Yield Reduction Payment required to be made with respect to each Local Unit in order to comply with the Yield Restriction Requirement on the basis of the Investment Reports maintained by the Investment Manager for each Proceeds Account. Such Yield Reduction Payments must be made by the Local Unit at the same time and in the same manner as the Rebate Requirement is required to be paid. Section 14. Rebate Payments and Penalty Payments, Yield Reduction Payments. A. The Local Unit Rebate Requirement and Yield Reduction Payment 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. -18- NYI 5751645v.2 SABW Draft September 12, 2005 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 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. -19- NY1 5751645v.2 SABW Draft September 12, 2005 Section 16. Duties of the Depository. The Depository shall carry out its duties and responsibilities under the SNAP Documents and this Agreement. Section 17. Duties of Local Units. A. Thc Local Units will cooperate with VPSA, the Investment Manager and the 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 the 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 to provide for the payment of any Yield Reduction Payment required to comply with the Yield Restriction Requirement. Each Local Unit acknowledges that the payment of its Yield Reduction Payment 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's Yield Reduction Payment. C. 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. -20- NYI 5751645v.2 SABW Draft September 12, 2005 D. 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. E. 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. Section 18. Responsibilities of the Investment Manager. The Investment Manager shall be the agent of, and serve at the expense of, the 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 the investment and reinvestment of moneys to the 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 -21- NYI 5751645v.2 SABW Draft September 12, 2005 collected and retained by VPSA as partial payment of the administrative costs incurred by VPSA in connection with issuing, carry/ng, 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 the 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. 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 from 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. -22- NY1 5751645v.2 SABW Draft September 12, 2005 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 byhand by mail by telecopier in any case If to the Depository, to By hand By mail By telecopier In any case If to the Investment Manager, to By hand By mail By telecopier 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. 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 -23- NY[ 5751645v~2 SABW Draft September 12, 2005 In any case Attention: Barbara Fava Managing Director If to a Local Unit, to the address or t~lecopi~r 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. 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 -24- NYI 5751645v.2 SABW Draft September 12, 2005 to the full extent authorized by the l&ws 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. -25- NYI 5751645v.2 SABW Draft September 12, 2005 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~ Title: Richard A. Davis Assistant Secretary and Assistant Treasurer Wachovia Bank, N.A. By: Name: Title: Richard H. Grattan Senior Vice President PFM Asset Management LLC By: Name: Barbara Fava Title: Managing Director -26- NYI 5751645v.2 SABW Draft September 12, 2005 NAME OF ISSUER: Pagel of 2 A. Address for notices, by hand, by mailand by telecopier, ifany, as referred toin Section 22 above: B. Authorized Representative(s): Name Title. Specimen Si~mature C. Local School Bonds Closing Date (if not November [10], 2005 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: proceeds used to refund prior debt: $ issuance expense allocable to the refunding portion of the issue: $ ~27- NY1 5751645v.2 SABW Draft September 12, 2005 NAME OF ISSUER: Page 2 of 2 F. Elections with respect to Two-Year Exception: 1. Election to use actual facts in lieu of reasonable expectations for purposes of the Two-Year Exception: Yes 2. Estimated Investment Earnings: 1. No 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 the issue: $ 2. 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 the non-construction portion of the issue: $ 3. Penalty Election to pay One and One-Half Percent Penalty in lieu of rebate: Yes No By: Name: Title: City/County -28- NYI 5751645v 2 SABW Draft September 12, 2005 Exhibit A Page 1 of 1 Local Unit LOCAL SCHOOL BONDS Principal Amount of Bonds $ Purchase Price TOTAL: A-1 NYI 5751645v.2 SABW Draft September 12, 2005 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 ELECTRONIC FUNDS TRANSFER [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, Pennsylvania 17101 VIRGINIA PUBLIC SCHOOL AUTHORITY [Name of Local Unit] BOND PROCEEDS ACCOUNT - SERIES 2005 D ISSUE Requisition from the Principal Subaccount Requisition No. ("item number") This requisition for payment from thc Principal Subaccount of thc Proceeds Account is submitted in accordance with thc provisions of the Proceeds Agreement dated November [10], 2005, among the Virginia Public School Authority ("VPSA"), thc undersigned (the "Local Unit") and thc other units of local government signatory thereto, PFM Asset Management LLC, as Investment Manager and Wachovia Bank, N.A., as Depository. You arc hereby notified that you arc anthorizcd and directed by the Local Unit to pay thc following obligation from the Principal Subaccount: 1. Thc item number of such payment: __ 2. Thc amount[s] to be paid: $ 3. Purpose by general classificatiun for which such obligation was incurred: B-1 NY1 5751645v.2 SABW Draft September 12, 2005 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 Account. 7. All of which is hereby certified. [Name of Local Unit] By: Authorized Local Unit Representative B-2 SABW Draft September 12, 2005 Exhibit C Virginia Public School Authority 101 North 14th Street Richmond, Virginia 23219 LETTER AGREEMENT November [10], 2005 Re: Custody, Investment, and Disbursement of Proceeds of Local School Bonds Purchased by the Virginia Public School Authority with the Proceeds of Its $[ , 1,000 School Financing Bonds (1997 Resolution) Series 2005 D 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 June 1, 2006 and each June 1 thereafter, the Investment Reports for VPSA as of the preceding November [ 10] and each Local Unit as of the preceding November [ 10]. In addition, if a Local Unit has selected a Local Unit Computation Date other than an Installment Computation Date or the Final Computation Date, the Investment Manager will prepare the Investment Report for such Local Unit within (7) days after the Local Unit Computation Date. On the basis of such Investment Reports, VPSA shall cause the Rebate Calculation Agent to prepare (a) 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 and (b) a calculation of the Yield Reduction Payment as of each Computation Date that must be paid by the Local Unit to comply with the Yield Restriction Requirement as described in Part D 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, fi.om 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. C-1 NYI 5751645v.2 SABW Draft September 12, 2005 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. 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 fired 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. 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, (c) 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 C-2 NYI 5751645v 2 SABW Draft September 12, 2005 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 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 2005 (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 (0(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. 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 he 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. 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 C-3 NY1 5751645v 2 SABW Draft September 12, 2005 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. Yield Reduction Payment With respect to each Local Unit that has amounts on deposit in its Proceeds Accounts on and after November [10], 2008, VPSA shall cause the Rebate Calculation Agent to compute, as of each Computation Date, the amount that such Local Unit must pay as a Yield Reduction Payment pursuant to Treas. Reg. Section 1.148-5(c) in order to cause the Yield on the investment of any amounts in the Proceeds Account on and after November [10], 2008 to be less than or equal to the VPSA's Bond Yield. The calculation of such Yield Reduction Payment shall not take into account any investment activity prior to November [10], 2008. Such amount shall be the "Local Unit Yield Reduction Payment" as of the Computation Date. E. Rebate Payment 1. Upon the calculation of the Local Unit Rebate Requirement and Yield Reduction Payment 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 the sum of its Local Unit Rebate Requirement and Local Unit Yield Reduction Payment and credit its Income Subaccount with an amount such that the balance to the credit of the Income Subaccount is equal to the sum of its Local Unit Rebate Requirement and Local Unit Yield Reduction Payment (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 sum of the Local Unit Rebate Requirement and Local Unit Yield Reduction Payment 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 must be in an amount not less than the total of ninety percent (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 C-4 NY1 5751645v.2 SABW Draft September 12, 2005 Computation Date. All of the Local Unit Yield Reduction Payment as of each Computation Date must be paid to the United States within sixty (60) days of each Computation Date. Each payment shall be made not later than sixty (60) days after each 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. F. Definitions 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, (B) the bid 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 C-5 NYI 5751645v 2 SABW Draft September 12, 2005 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 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 purchaser 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 soumes 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 C-6 NYI 5751645v 2 SABW Draft September 12, 2005 (f) The following records are retained with the bond documents until three years after 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 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; C-7 SABW Draft September 12, 2005 (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 funds 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. Gross Proceeds shall include amounts 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 ftmd 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 Contract. C-8 NY1 5751645v.2 SABW Draft September 12, 2005 "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). "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 finn 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 7.2 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 purposes 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 C~9 ~1 5751645v.2 SABW Draft September 12, 2005 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-10 NY1 5751645v2 SABW Draft September 12, 2005 G. 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: Title: Richard A. Davis Assistant Secretary and Assistant Treasurer Accepted: PFM Asset Management LLC By: Name: Barbara Fava Title: Managing Director C-Il NYI 5751645v.2 SABW Draft August 24, 2005 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: NalTle Riehard A. Davis [TBD] Title Assistant Secretary and Assistant Treasurer Assistant Secretary and Assistant Treasurer Specimen Signature SaBle Richard H. Grattan WACHOVIA BANK, N.A.: Title Senior Vice President Specimen Signature Name Barbara L. Fava PFM ASSET MANAGEMENT LLC: Title Managing Director Specimen Signature D-1 NY1 5751645v.2 MARY E pARKER, CMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S.W., Room 456 Roanoke, Xrlrginia 24011-1536 Telephone: (540) 853-2541 Fax: (540) 853-1145 E-mail: clerk @ cLroanoke.va.us STEPHANIE M. MOON, CMC Deputy City Clerk SHEILA N. HARTMAN Assistant City Clerk September 21, 2005 File #53-467 George J. A. Clemo, Attorney Woods Rogers PLC P. O. Box 14125 Roanoke, Virginia 24038-4125 Dear Mr. Clemo: I am enclosing two copies of Resolution No. 37192-091905 authorizing issuance of general obligation bond, or bonds, in an amount estimated not to exceed $3,850,000.00 for financing certain capital improvements for Westside Elementary School. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Mary F. Parker, CMC City Clerk MFP:ew Enclosure K:~AGENDA CORRESPONDENCE~agenda correspondence 05\Sept 05~Sept 19 2005 correspondence.doc George J. A. Clemo, Attorney September 21, 2005 Page 2 pc: Kathy G. Stockburger, Chair, Roanoke City School Board, 2506 Cornwallis Avenue, S. E., Roanoke, Virginia 24014 Darlene L. Burcham, City Manager Jesse A. Hall, Director of Finance Cindy H. Lee, Clerk, Roanoke City School Board, P. O. Box 13145, Roanoke, Virginia 24031 K:~AGENDA CORRESPONDENCE,agenda correspondence 05\Sept 05\Sept 19 2005 correspondence.doc [Subsidy] [ estside] Resolution No. 37192-091905 The 19~ day of September, 2005 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $3,850,000 GENERAL OBLIGATION SCHOOL BONDS OF THE CITY OF ROANOKE, VIRGINIA, SERIES 2005-B, TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF. WHEREAS, on September 22, 2004, the Commonwealth of Virgiuia 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 $3,100,000 (the "Literary Fund Loan") from the Literary Fund, a permanent tmst 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 Fi~t Priority Waiting List; WHEREAS, the School Board has submitted to the Board of Education an amendment to the Application requesting an increase in the Literary Fund Loan amount to $3,850,000 (the "Amended Literary Fund Loan" and the Board of Education is expected to approve such amendment to the Application at its meeting to be held on September 21, 2005; 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 Literary Fund Loan, (or, if approved by the Board of Education, the Amended Literary Fund Loan) and the approval, by the Board of Education, of the Application (or the amended Application, as the case may be) 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 (or, if approved, the Amended 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, at~er 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 "Literary Fund Obligation") which was to evidence the obligation of the School Board to repay the Literary Fund Loan or the Amended Literary Fund Loan {#0937508-1, 0778264113048-0'1) 1 as the case may be; 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 2005 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, det~mdned 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 rote 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"); WHEREAS, the City Council (the "Council") of the City of Roanoke, Virginia (the "City"), has determined that it is necessary and expedient to borrow an amount not to exceed $3,850,000 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 19, 2005, 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. Al~thnri~atinn of Ronda and llna nf Proeeedn, The Council hereby detcfinines that it is advisable to conlract a debt and issue and sell its general obligation school bonds in an aggregate principal amount not to exceed $3,850,000 (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..~ale of the llnndn. It is determined to be in the best interest of the City to accept the offer oft.he 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 28, 2005 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. Detail~ of the llnnd~. 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 2005-B"; shall bear interest from the date of delivery thereof payable semi-annually on each January 15 and July 15 beginning July 15, 2006 (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 attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of this Resolution. 4. llltere~t Raie~ and Principal In~allment~. The City Manager is hereby authorized and directed to accept thc interest rotes on thc Bonds established by the VPSA, provided that each interest rate shall be ten one-hundredths of one percent (0.10%) over the interest rote 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 thc Bonds does not exceed five and thirty five one- hundredths percent (5.35 %) per annum. Thc Interest Payment Dates and the Principal Installments arc 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 thc Principal Installments requested by the VPSA as having been so accepted as authorized by this Resolution. 5. Form of the liond*. 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 Bond Re_ointrar. 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 bo 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. Co) 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. Nn 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. Exce,tion of thc Bond~. The Mayor or Vice Mayor and the Clerk or any Deputy Clerk of the Council are authorized and directed to execute and deliver the Bonds and to affix the seal of the City thereto. 9. Pled_oe of i~fll Faith and Credit, For the prompt payment of the principal of, 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 pmvide 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 rote 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. llnc of Proeeed,q (~erfificate and Certificate aa to Arhltra_oe. 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 Certificate as to Arbitrage and a Use of Proceeds Certificate each setting forth the expected use and investment of thc 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 thc Bonds and on the VPSA Bonds except as provided below. The Council covenants on behalf of the City that (i) the proceeds fi:om 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 Non-Arhitra_oe Proo_ram.'- Proe~dn A_orcement. The Council 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 {#0937508-1, 077826-00048-01} 4 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. Continnln~ Di~elfl~,re A~reement, The Mayor, thc 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 F to the Bond Sale Agreement, setting forth the repons 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. Filln~ of Rexohstlnn. 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. Icnrlher Aetlon~ The 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. ~. This Resolution shall take effect immediately. {#0937508-1, 07782~30048-01} The undersigned Clerk of the City of Roanoke, Virginia, hereby certifies that the foregoing constitutes a mae and correct extract fi.om the minutes of a meefmg of the City Council held on September 19, 2005, 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 and that the attendance and voting of the members in attendance on the foregoing resolution were as follows:. Present Absent Aye Nay Abstain C. Nelson Harris, Mayor Beverly T. Fitzpatrick, Jr., Vice Mayor M. Rupert Cutler Alfivxt T. Dowe, Jr. Sherman P. Lea Brenda L. McDaniel Brian J. Wishneff ~,- WITNESS MY HAND and the seal of the City of Roanoke, Virginia, this 2,/_ dayCt' of September, 2005. City of Roanoke, Virginia {#0937508-1, 077826-00048-01} [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 2005-B 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, 2006 and annually on July 15 thereafter to and including July 15, 2025 (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, 2006 (each an "/nterest 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 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 imerest, 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 emended, 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. (~g37508-1, 077826-00048-01} ^-2 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 school purposes. This Bond may be exchanged without cost, on twenty (20) days written notice from 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, {#0937508-1, 077826-00048-01} ^-3 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, Virginia 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 ,2005. CITY OF ROANOKE, VIRGINIA (SEAL) ATTEST: Clerk, City of Roanoke, Virginia Chairman, Mayor, City of Roanoke, Virginia {~'~37508-1,077828-00048-01} A-4 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (PLEASE PKINT 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 prcnnises. 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 fi.om of this Bond in every particular, without alteration or change.) S(:~ZDU~E ! 7/15/2O06 1115/200'/ 7/15/2007 1/15/2008 7115/2008 1/15/2009 7/15/2009 1115/20t0 7115f2010 1115/2011 7115/20~ 1 1/16/2012 711t~2012 1/15/2013 7/15/2013 1/15~2014 7115/2014 1/15/2015 7115/2015 1115/2016 7/15/2016 1/15/2017 7/15/2017 1/15/2018 7/15/2018 1/15/2019 7/15/2019 1/15/2020 7115/2020 111S~2021 7/15/2021 1/15/2022 71t5/2022 1115/2023 7/15/2023 1115/2024 7115/2024 1/15/2025 7115/202.5 1115/2026 7115/2026 Principal R~te Inter~t 170,280.00 3.100% 92,572.13 0.000% 65,372.84 171,246.00 3.100~ 85,372.84 0.000~ 62,718.52 170,772.00 3.100% 62,718.52 0.000% 60,071.56 170,500.00 3.350~ 60,071.56 · 0.000~ 57,215.68 170,436.00 3.350% 57,215.68 0.000~ 54,360.88 170,586.00 3.600% 54,380.88 0.000% 51,290.33 170,959.00 3.680% 51,268.33 0.000% 48,213.07 171,564.00 3.850% 48,213.07 0.000% 44,910.46 172,410.00 3.850% 44,910.46 0.000% 41,591.57 173,511.00 4.100% 41,591.57 0.000% 38,034.59 174,878.00 4.100~ 38,034.59 0.000% 34,449.59 176,302.00 4.100% 34,44g.59 0.000% 30,835.40 177,786.00 4.100% 330,835.40 0.000% 27,190.79 179,332.00 4.100% 27,190.79 0.000~ 23,514.48 180,943.00 4.100% 23,514.48 0.000~ 19,805.15 182,668.00 4.150~ 19,805.15 0.000~ 16,014.79 184,559.00 4.200~ 16,014.7g 0.000~ 12,139.05 186,625.00 4.250~ 12,1~9.0~ 0.000% 8,173.27 188,877.00 4.~0~ 8,173.27 0.000~ 4,112.42 191,275.00 4.300~ 4,112.42 0.000% 0.00 $ 3,535,509.00 $ 1T4921680.93 To¢al Fl~,al Tobl ~-'~62,852.13 0.00 68,372.84 328,224.97 236,618.84 0.00 62,718.52 299,337.38 233,490.52 0.00 60,071.56 29~,562.{~ 230,571.56 0.56 57,2t5.68 287,787.24 227,851.68 54,360.88 282,0t2.56 224,g46.68 ' 0.00 5~,2g0.33 27~37.20 ~.249.33 0.00 '18,2'13.07 270,,162.3g 21~,777,07 0.00 217,320.48 0.00 41,591.57 258,g~2.03 215,102.57 0.00 38,034.59 233,137.18 212,912.59 0.00 34,449.59 247,362.18 210,751.59 0.00 30,835.40 241,556.~9 208,621.40 0.00 27,190.7g 235,812.1~ 206,522.7g 0.00 23,5~4,48 230,037.27 204,457.48 0.00 1g,68~.15 224,2~2.83 202,473.15 0.00 1 ~,014.7g 218,48?.94 200,573.7g 0.00 '12,'139.0~ 212,712.84 1 g8,764.05 0.00 8,173.27 20~,937.32 197,~.27 0.00 4,112.42 20'1,~52.68 195,387.42 0.00 0.00 19~.387.42 0.00 $5~028r109.93 CERTIFICATE OF THE CLERK OF THE CIRCUIT,~QI~T OF THE CITY OF ROANOKE. VIRGINIA The undersigned Clerk of the Circuit Court of the City of Roenoke, Virginia, hereby certifie~ that: (1) The undersigned Clerk of the Circuit CoUrt of the City of R0anc certifies that the Mayor and Members of the City CoUncil of the City o~Ro~ named below have taken and subscribed the oath prescribed by law on ~r be Virginia, hereby ~oko, Virginia, bre the date or dates on which his or her term or telms of office began, purstumt to § 15.2-1522 c 'fthe Code of Vir~nla 1950, as amended, as follows: Name Ralph K. Smith, Mayor C. Nelson Harris, Mayor, Vice Mayor~ M. Rupert Cutler Alfred T. Dowe, Jr. Beverly T. Fitzpatrick, Jr., Vice Mayor~ William D. Bestpitch Linda F. Wyatt Brenda L. McDaniel3 Brian J. Wislmeff Sherman P. Lea 6/29/2000 6/20/2002, 6/24/2004 6/20/2002 6/20/2002 $/19/2003, 6/24/2004 6/29/2000 6/29/2000 ?/6/2004 6/24/2004 6/24/2004 (2) Pursuant to Section 15.2-2607 of the Code of Virginia of 1950, aa amended, there has been filed with the Court a certified copy of(a) a resolution of the Cotmcil entitled "RESOLUTION AUTHOR/ZING THE ISSUANCE OF NOT TO EXi~EEI~ $3~850,000 1 Term of office as Vice Mayor was from 7/1~2002 - 6/30/2004;i vacated council seat when elected mayor for 4 year teun beginning 7/1/2(~)4. [ 2 Appointed to fill unexpired council term of ~vVilliam H. Carderl ele~ted to Council for 4 year t=,m beginning 7/1/2004; serves as Vice Mayor!for 2 year term be~nni~g 7~1/2004. Appointed to fill unexpired council t..a of C. Nelson H~ris. GENERAL OBLIGATION SCHOOL BONDS, SERIES 2005-B, OF THE (~ITy OF ROANOKE, VIRGINIA, TO BE SOLD TO THE VIRGINIA PUBLIC scHooL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF," ad~pte~ b~the City Council of ~c City of Roanoke, V~a, on Sept~m~ 19, 2OO5, an~ Co)~ ~i~on of ~ Council eotitled "RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $1,200,000 GENERAL OBLIGATION SCHOOL BONDS, SERIES 2005-A, OF THE CITY OF ROANOKE, VIRGINIA, TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF," adopted by the City Council of the City of Roanoke, Virginia, on September 19, 2005. WITNESS my hand and seal of the Circuit Court of the City of Roanoke~ Virginia, this ~'??'P'day of October, 2005. [SEAL~ City of Roanoke, Vir~nla (~0~3~0-1. 07782~-00048-01) 07~26-00043-01 VIRGINIA PUBLIC SCHOOL AUTHORITY BOND SALE AGREEMENT dated as of September 28, 2005 [W~stside] Name of Jurisdiction (the "Local Unit"): City of Roanoke, Virginia Sale Date: Not earlier than October 3, 2005, nor later than October 20, 2005 Closing Date: On or about November 10, 2005 Proceeds Reque~ed: $3,850,000 Maximum Authorized Par Amount: $3,850,000 Amortization Period: Up to twenty (20) years 1. The Virginia Public School Authority ("VPSA") 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 resolution) fi.om the proceeds of the VPSA's bonds. The sale of VPSA's bonds is tentatively scheduled for October 12, 2005 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 September 28, 2005, your local governing body will have duly authorized the issuance of your bonds by adopting a resolution in the form attached hereto as 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 {#0937550-1,077826q~0048-01} 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 F, which agreement is hereby incorporated by reference herein and expressly made a part hereof for all purposes. The VPSA has defmed 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 3, 2005. 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 3, 2005), (I0 the date of the VPSA's applicable final Official Statement (in the case of this sale, expected to be October 12, 2005) and (m) the date of delivery of the applicable VPSA bonds (in the case of this sale, expected to be November 10, 2005), 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 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. {~ff)937550-1, 0778264~0048-01} September 9, 2005 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) certified copies 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 Agree~nent"), (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, true and correct and did not and does not contain an 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, 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 fi:om your bond counsel in form satisfactory to VPSA as to the validity of the bonds and the exclusion fi:om 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, (II) 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 agreement/letter of instruction providing for the retirement of the Interim Security and (El) your compliance with the terms of this agreement. One complete original transcript of the documents listed above shall be provided by your counsel to Sidley Austin Brown & Wood LLP on the Closing Date or, with VPSA's permission, as 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 28, 2005. {#0937550-1, 077826-00048-01} September 9, 2005 Virginia Public School Authority By: Authorized VPSA Representative City of Roanoke, Virginia By: Name: Darlene L. Burcham Title: City Manager (#0937550-1, 077826-00048-01} September 9, 2005 (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 28, 2005 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 returned at closing. {#0937550-1, 0778264)00484)1} September 9, 2005 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 Ptlncipal Pa?menta Your bonds will bear interest fi:om 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, 2006. 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, (i) the paying agent and bond registrar therefor shall be a bank or trust company qualified to serve as such, and 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. {g0937251-1,077826-00047-01} I:~DOCS\CLEMO\077826\00047-01 ~corp\0937251 .DOC September 9, 2005 (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 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 nr Redemptinn Note: Local School Bonds purchased by VPSA as part of the 2005 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, 2015 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 after July 15, 2015, 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: Date~ Price July 15, 2015 through July 14, 2016 July 15, 2016 through July 14, 2017 July 15, 2017 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 mall at least 60, but not more than 90, days prior to the date fixed for prepayment or redemption. {#0937251-1,077826-00047~1} 15DOCS\CLEMO\077826\00047-01 ~corp\0937251 .DOC 2 September 9, 2005 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 valc~rem 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. Tax Matters 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 28, 2005 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 Nn Cnrnpn~ite 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. Reo2m~t and Cnn~ent nfCnnnW Schnnl Rnard3 Before the goveming body of a County adopts the bond resolution, the County School Board must first request, by resolution, the governing body to take such action. The County School Board must also consent to the issuance of bonds by the County. (See form of resolution in 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. 3 Notapplicabletocitiesandtowns. (Section 15.2-2640, CodeofVirginia) {#0937251-1, 077826-00047-01} I:~DOCS~CLEMO\077826\000474) l Xcorp\0937251 .DOC September 9, 2005 Appendix E attached hereto.) 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 heating, 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 hearing may not be held less than 6 nor more than 21 days after the date the second notice appears in the newspaper. 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 bom 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 Repori Annually for the life of your bonds, you will be required to submit a copy of your locali~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: Richard J. Raphael One State Street Plaza New York, New York 10004 {#0037251-1,077826-000474)1} I:~OCS\CLEMO\077826\00047-01Xcorp\0937251 .DOC September 9, 2005 APPENDIX B To the Bond Sale Agreement [Subsidy] [Westside] Resolution No. The 19th day of September, 2005 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $3,850,000 GENERAL OBLIGATION SCHOOL BONDS OF THE CITY OF ROANOKE, VIRGINIA, SERIES 2005-B, TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF. WHEREAS, on September 22, 2004, 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 $3,100,000 (the "Literary Fund Loan") from the Literary Fund, a permanent trust fired 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 School Board has submitted to the Board of Education an amendment to the Application requesting an increase in the Literary Fund Loan amount to $3,850,000 (the "Amended Literary Fund Loan" and the Board of Education is expected to approve such amendment to the Application at its meeting to be held on September 21, 2005; 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 Literary Fund Loan, (or, if approved by the Board of Education, the Amended Literary Fund Loan) and the approval, by the Board of Education, of the Application (or the amended Application, as the case may be) 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 (or, if approved, the Amended 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 Temporary Notes were to have been consolidated into a permanent loan note of {~0937508-1, 077826-00048~1} 1 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 or the Amended Literary Fund Loan as the case may be; 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 2005 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 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 determined that it is necessa~ and expedient to borrow an amount not to exceed $3,850,000 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 19, 2005, 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. Anthnri~atinn nf Ronda and llae nf Praee~rlq 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 $3,850,000 (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. ~ale e~f the ll~ndn 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 Cit~, 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 {#0937508-1, 077826~)0048-01} 2 either may designate are hereby authorized and directed to enter into a Bond Sale Agreement dated as of September 28, 2005 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. ~. 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 2005-B"; shall bear interest from the date of delivery thereof payable semi-annually on each January 15 and July 15 beginning July 15, 2006 (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 mounts set forth on Schedule I attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of this Resolution. 4. lnterent Raten and Prinei_nal lnntallments. 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 rote 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 thirty five one- hundredths percent (5.35 %) 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. ih'arm af the linn~ls. 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~ Payln~o A~ent and Rand Registrar. 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. [~0937508-1, 077828-00048~)1} 3 (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 Pre.naymellt 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 retired or refinance the Bonds without first obtaining the written consent of the VPSA or the registered owner of the Bonds. 8. Execution of the Bootie The Mayor or Vice Mayor and the Clerk or any Deputy Clerk of the Council are authorized and directed to execute and deliver the Bonds and to affix the seal of the City thereto. 9. Pledge of I~dl Faith and Credit. For the prompt payment of the principal of, 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 valnrerrl 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 of the City are not lawfully available and appropriated for such purpose. 10. l~ne nf Prneeedn Certificate and Certificate aa tn ArhitraEe 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 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 Council 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 Non-Arbitrage Program.'_ Proceeda Agreement. The Council hereby determines that it is in thc best interests of the City to authorize and direct thc City Treasurer to participate in the State Non-Arbitrage Program in connection with the Bonds. The Mayor, thc City {g0937508-1, 077826~)0048-01} 4 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. Contln:,in~o Di~eln~nre A~reement, 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 F 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 B°nd Sale Agreement should the City be determined by the VPSA to be a MOP (as defined in the Continuing Disclosure Agreement). 13. l~ilin~o nf Rennh:tlnn 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. l~rther Aetion~. The 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. {#0937508-1,077826-00048~1) The undersigned Clerk of the City of Roanoke, Virginia, hereby certifies that the foregoing constitutes a tree and correct extract from the minutes of a meeting of the City Cotmcil held on September 19, 2005, 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 and that the attendance and voting of the members in attendance on the foregoing resolution were as follows:. Present Absent Aye Nay Abstain C. Nelson Hart/s, Mayor Beverly T. Fitzpatrick, Jr., Vice Mayor M. Rupert Cutler Alfred T. Dowe, Jr. Sherman P. Lea Brenda L. McDaniel Brian J. Wishneff WITNESS MY HAND and the seal of the City of Roanoke, Virginia, this September, 2005. day of Clerk, City of Roanoke, Virginia [SEIki {#0937508-1, 077826A)0048-01} NO. TS-1 EXHIBIT A (FORM OF TEMPORARY BOND) UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF ROANOKE General Obligation School Bond Series 2005-B [Subsidy] 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, 2006 and annually on July 15 thereafter to and including July 15, 2025 (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, 2006 (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, {#0937508-1,077826~)0048-01} A-1 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 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 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. {#0937508-1, 077826~)0048~1} 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 school purposes. This Bond may be exchanged without cost, on twenty (20) days written notice f~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 beating 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, {~0937508-1,0778264~0048-01} A-3 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, Virginia 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 ,2005. CITY OF ROANOKE, VIRGINIA (SEAL) ATTEST: Clerk, City of Roanoke, Virginia Chairman, Mayor, City of Roanoke, Virginia {~4)937508-1,0778264~0048-01} 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 fi'ont of this Bond in every particular, without alteration or change.) {#0937508-1, 077826-00048~1} A-5 SCHgD~g I Principal Rate Interest Total 7/15/2006 170,280.00 3,100% 92,672.13 $26'2,852.13 1/15/2007 0.000% 65,372,84 65,372.84 7/15/2007 171,246.00 3.100~ 65,372,84 236,018.84 1/15/2006 0.000% 62,718.52 62,718,52 7/15/2008 170,772.00 3.100% 62,718.52 233,490.52 1/1 5/2009 0,000% 60,071 .,58 60,071.56 7/15/2009 170,500.00 3.350% 60,07%56 230,571.56 1/15/20t0 0.000% 57,215.68 57,215.68 7/15/2010 170,436.00 3.350% 57,215.68 227,651.68 1/15/2011 0.000% 54,360.88 54,360.88 7/15/2011 170,586.00 3.600% 54,360.88 224,946.88 1115/2012 0.000% 51,290.33 51.290.33 7/15/2012 170,959.00 3.600% 51.290.33 222,249.33 1/15/2013 0.000% 48,213.07 48,213.07 7/15/2013 171,564.00 3.850% 48,213.07 210,777.07 1/15/2014 0.000% 44,910.46 44,910.46 7/15/2014 172,410.00 3.850% 44,910.46 217,320.46 tlt5/2015 0.000% 41,591.57 41,591.57 7/15/2015 173,511.00 4.100% 41,591.57 215,t02.57 1115/2016 0.000% 38,034.59 38,034.59 7/15/2016 174,878.00 4.100% 38,034.59 212,912.59 1/15/2017 0.000% 34,449.59 34,449.59 7/15/2017 176,302.00 4.100% 34,449.59 210,751.59 1115/2018 0.000% 30,835.40 30,835.40 7/16/2018 177,786.00 4.100% 30,835.40 208,621.40 1/15/2019 0.000% 27,190.79 27,190.79 711S/2019 179,332.00 4.100% 27,190.79 206,522.79 II15~2020 0.000% 23,5t4.48 23,514,48 7/15/2020 180,943.00 4.100~ 23,514.48 204,457.48 1115/2021 O.O0(P~ 19,805.15 19,805.15 7/15/2021 182,668.00 4.150% 19,805.15 202,473.15 1/15/2022 0.000% 16,014.79 16,014.79 7/15/2022 184,559.00 4.200% 16,014.79 200,573.79 1/15/2023 0.000% 12,139.05 12,139.05 7/15/2023 186,625.00 4.250% 12,139.05 198,764.05 1/15/2024 0.000% 8,173.27 8.173.27 7/15/2024 188,877.00 4.300% 8,173.27 197,050.27 1/15/2025 0.000% 4,112.42 4,112.42 7/15/2025 191,275.00 4.300% 4,112.42 195,387.42 1/16/2026 0.000% 0.00 0.00 7/15/2026 $ 1;492r600.93 $5~o28rlO9.93 Fiscal Total 0.00 328,224.g7 0.00 299,337.36 0.00 293,562.08 0.00 287,787.24 0.00 282,012.58 ' 0.00 276,237.20 0.00 270,462.39 0.00 264,687.53 0.00 258,9t 2.03 0.00 253,137.16 0.00 247,382.18 0.00 241 ,S86.99 0.00 235,812.19 0.00 230,037,27 0.00 224,262.83 0.00 218,487.94 0.00 2t2,712.84 0.00 206,937.32 0.00 201,162.69 0.00 195,387.42 0.00 {~0937508-1, 077826-00048-01} ^-6 APPENDIX C to the Bond Sale Agreement USE OF PROCEEDS CERTIFICATE FOR NEW MONEY The $ General Obligation School Bonds, Series 2005-B (the "Bonds") issued by the City of Roanoke, Virginia (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 2005 D (the "VPSA's Bonds"), pursuant to a Bond Sale Agreement dated as of September 28, 2005. 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 Project. 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 pement (10%) of the proceeds of the Bonds or the Project (based on the greatest off (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 (ID 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 gnvemmental use financed or refinanced with the proceeds {#0937662-1, 077826-00048-01}C- 1 NY1 4827608vl 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 (II) 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 carded on by persons or entities other than state or local governmental entities. Any activity carried 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 or other nationally recognized 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 mom 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. {#0937662-1, o7782~-ooo48,.ol}C-2 NYI 4827608v1 (e) Management and Service Contracts. With respect to management and service contracts, the determination of whether a particular use constitutes Private Use under this 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 proposes 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 cimumstances, 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, [20~]). (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. {#0937662-1, 077826-00048-01}C-3 NY1 4827608vl 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 exercise of its borrowing power. Section 8. Composite Issue. Other than the Issuer's $ General Obligation School Bonds, Series 2005-A, 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 {~0037662-1, 077826-00048-01}C-4 NYI 4827608vl 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 amount of reimbursed costs incurred by the Issuer with respect to the Project is not expected to exceed $3,850,000. Such expenditures were paid prior to the date hereof but no earlier than sixty (60) days prior to December 20, 2004, 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 cimumstances 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 fi.om 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 {#0937662-1, 077826-00048-01}C-5 NYI 4827608vl 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 fund. (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. {#0937662-1, 077826-00048-01}C-6 NY1 4827608vl Date: CITY OF ROANOKE, VIRGINIA By: Name: Darlene L. Burcham Title: City Manager SCHOOL BOARD OF THE CITY OF ROANOKE, VIRGINIA By: Name: Kathy G. Stockburger Title: Chairman {~0937662-1, 0778264~0048-01}C-7 NY1 4827608vl 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/County of (the "Issuer") general obligation school bonds (the "Bonds") in order to make an initial determination that the construction exception fi.om the rebate requirement provided by Section 148(f)(4)(C) of the Intemal Revenue Code of 1986, as amended, or the eighteen month exception fi.om 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 28, 2005, 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 fi.om 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 thc Bonds that you expect to use to finance the issuance costs of the Bonds. (e.g. your legal fees) (d) The amount set forth in Questions 2(a) plus the amount set forth in Question 2(b) {~9372§3-1, o77829-ooo4741}I:~I)OCS\CLEMO\O77826\OOO47.01\corp\O937253.DOC 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 (f) Reconstruction of Real Property_4 (g) Rehabilitation of Real Property (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 Available Construction Proceeds of the Bonds set forth in Question 2(d).) 1-7 See thc Endnotes on pages D-7 and D-8. {#0937253-1, 0778264)0047431} September 9, 2005 D-2 (a) (c) Have you borrowed, directly or indirectly, (such as through an industhal 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 Do you intend to use the proceeds of the Bonds to refinance or repay any loan used to finance the Project costs? Yes No 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? Yes No {#0937253-1, 077826-00047-01) September 9, 2005 D-3 (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, 2005 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, 2005 to May 10, 2006 $ 8 From May 11, 2006 to November 10, 2006 From November 11, 2006 to May 10, 2007 From May 11, 2007 to November 10, 2007 Total9 $ 8 and 9 See the Endnotes on page D-8. {#0937253-1, 077826~0047-0t} September 9, 2005 D~4 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, 2008? Yes No For purposes of this Question 10, assume that the Bonds are delivered on November 10, 2005 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, 2006? Yes No 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, 2006? 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, 2006? Yes No (d) (i) Does the City/County expect to expend and disburse the amount shown in question 4(1) by November 10, 2008? Yes No (ii) Assuming that the Bonds are delivered on November 10, 2005, 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, 2005 to May 10, 2006 From May 11, 2006 to Novemberl0, 2006 From Novemberl 1, 2006 to May 10, 2007 From May 11, 2007 to November 10, 2007 10 Total $ 10 See the Endnotes on page D-8. {#0937253-1, 077826-000474)1} D-5 September 9, 2005 [The purpose of question 11 is to determine if the Bonds may qualify for the Eighteen Month Exception from the Rebate Requirement.] 11. The stun 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, 2005 and funds are made available to you on that date, please complete the following schedule indicating the amount of gross proceeds that the City/County expects to expend and disburse during the following time periods: From November 10, 2005 to May 10, 2006 From May 11, 2006 to Novemberl0, 2006 From Novemberl 1, 2006 to May 10, 2007 Total $ 12. (a) Will this issue qualify for the Small Issuer Exception? Yes No Co) List any general obligation bond financings the City/County has undertaken or is planning to undertake in the calendar year 2005 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 2005 D. 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. ~ Include amounts expended prior to November 10, 2005 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. {#0937253-1,077826~)0047-01} September 9, 2005 D-6 Name of Person Completing Questionnaire Title Signature Date {#0937253-1,077826~0047-01} September 9, 2005 D-7 ENI)NOTES 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, school buses, automobiles, office equipment, testing equipment and furuishings. 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). {~)937253-1,077826-000474)1} September 9, 2005 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, 2005 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, 2005 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. {#0937253-1, 077826~0047-01} September 9, 2005 D-9 APPENDIX E ~W~de] to the Bond Sale Agreement CONTINUING DISCLOSURE AGREEMENT [This Cominuing 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 defined 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 2005 D (the "Series 2005 D Bonds") pursuant to the provisions of a bond resolution (the "1997 Resolution") adopted on October 23, 1997, as amended and restated. The Series 2005 D 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 2005 Series D 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. Pnrpn~e n£ the Di~eln~nre A~reement This Disclosure Agreement is being executed and delivered by the Local Issuer for the benefit of the holders of the Series 2005 D Bonds and in order to assist the Participating Underwriters (defined below) in complying with the Rule (defined 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. DefiniticmR Ill 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 written 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. {#0937663-1, 077826-00048-01} 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. "hoMer" shall mean, for purposes of this Disclosure Agreement, any person who is a record owner or beneficial owner of a Series 2005 D 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. "Participating Underwriter" shall mean any of the original underwriters of the Authority's Series 2005 D 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. PrnviRinn nf Annlml l~nrt~. (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 filed 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, 2006) 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 Authority will also advise the Local Issuer as to its status as a MOP as of any {~0937663-1,077826~0048~)1) 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. (?nntent cfi Ann, al Re?nrta. 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 2005 D 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. Re~pc~rtin~ cfi l .iatocl Eye,rite. 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 knowledge of the occurrence of a Listed Event with respect to its local school bonds would be other date. {~0937663-1,077826-00048-01} E-3 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. Terminatinn c~f Ropnrting Ohligatinn. 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. DinRemination Agent 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. Amendment. 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. Additional lnformatinn 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. Defmdt. 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 rules and regulations promulgated thereunder, or other applicable laws. {#0937663-1,077826-00048-01} E-4 SECTION 11. l:tenofieiarie~. 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. Cnnnte~rpartS. 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: CITY OF ROANOKE, VIRGINIA By¸ Darlene L. Burcham City Manager {g0937663-1,077826-00048q31} E-5 NOTICE OF FAILURE TO FILE ANNUAL REPORT [AUDITED FINANCIAL STATEMENTS] EXHIBIT A Re: VIRGINIA PUBLIC SCHOOL AUTHORITY SCHOOL FINANCING BONDS (1997 Resolution) SERIES 2005 D CUSIP Numbers. Dated: November 1, 2005 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 8, 2005], by the Board of Commissioners of the Virginia Public School Authority, the proceeds of which were used to purchase $ [General Obligation School Bonds, Series 2005-B 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. {#O937663-1,077826~)0048-01} 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 tax-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 comingent 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 fiscal year. Capital Improvement Plan. A summary of the Local Issuer's capital improvemem 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 fiscal year. The Annual Report should also include a description of material litigation pending against the Local Issuer. {#0937663-1,077826-00048d)1} E-7 SABW Draft September 12, 2005 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 $ , ,000 School Financing Bonds (1997 Resolution) Series 2005 D Dated November [10], 2005 Among Virginia Public School Authority Wachovia Bank, N.A. PFM Asset Management LLC and Accomack County Albemarle County Amelia County Amherst County Buckingham County Chesapeake City Fauquier County Floyd County Fluvanna County Frederick County Grayson County Halifax County Harrisonburg City Henry County Hopewell City King George County Lunenburg County Lynchburg City Manassas Park City New Kent County Orange County Page County Patrick County Prince George County Roanoke City Rockingham County Stafford County York County -i- NY1 5751645v.2 SABW Draft September 12, 2005 Table of Contents Page Section 1. Recitals ........................................................................................................................... 1 Section 2. Definitions ...................................................................................................................... 3 Section 3. Disposition of VPSA Bond Proceeds ............................................................................. 9 Section 4. Establishment of Accounts ........................................................................................... 10 Section 5. Disposition of Local School Bond Proceeds ................................................................ 11 Section 6. Investment of Principal Subaccount ............................................................................. 11 Section 7. Disbursements from Principal Subaccount .................................................................. 12 Section 8. Investment of Income Subaccount ............................................................................... 12 Section 9. Income Subaccount ...................................................................................................... 12 Section 10. Investment Losses ...................................................................................................... 15 Section 11. Rebate Computations .................................................................................................. 15 Section 12. Transfers to Income Subaccount ................................................................................ 16 Section 13. Disposition of Excess Proceeds, Yield Restriction and Yield Reduction Payments ............................................................................................................................ 16 Section 14. Rebate Payments and Penalty Payments, Yield Reduction Payments .......................18 Section 15. Duties of VPSA .......................................................................................................... 19 Section 16. Duties of the Depository ............................................................................................. 20 Section 17. Duties of Local Units .................................................................................................. 20 Section 18. Responsibilities of the Investment Manager .............................................................. 21 Section 19. Costs ........................................................................................................................... 21 Section 20. Opinions of Counsel ................................................................................................... 22 Section 21. Amendment ................................................................................................................ 22 Section 22. Notices ........................................................................................................................ 23 -ii- NY1 5751645v.2 SABW Draft September 12, 2005 Section 23. No Third Party Beneficiaries ...................................................................................... 24 Section 24. Severability ................................................................................................................. 24 Section 25. No Personal Liability .................................................................................................. 24 Section 26. Applicable Law .......................................................................................................... 25 Section 27. Counterparts ............................................................................................................... 25 Section 28. Effective Date; Term .................................................................................................. 26 -iii- NYI 5751645v.2 SABW Draft September 12, 2005 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 $] __],000 School Financing Bonds (1997 Resolution) Series 2005 D This PROCEEDS AGREEMENT, dated November [10], 2005 (this "Agreement"), is among the Virginia Public School Authority, a public body corporate and instrumentality of the Commonwealth of Virginia ("VPSA"), the twenty-three (23) counties and six (6) 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 of America 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 September [28], 2005, VPSA and each of 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 [12], 2005, VPSA's Bonds were awarded at competitive bidding to the Purchaser. 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 to the purchase of the Local School Bonds on November [10], 2005, the Local NYI 5751645v.2 SABW Draft September 12, 2005 School Bonds Closing Date. VPSA will also apply certain of the proceeds of the sale of VPSA's Bonds 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(I') 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 -2- NYI 5751645v.2 SABW Draft September 12, 2005 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], 2005, 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 -3- NYI 5751645v,2 SABW Draft September 12, 2005 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 Sept~maber [28], 2005, 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 the VPSA Bonds, the date of delivery by VPSA of such Bonds to the Purchaser. The Closing Date is scheduled to be November [10], 2005. "Code" shall mean the Internal Revenue Code of 1986, as amended. -4- NYI 575 t645v 2 SABW Draft September 12, 2005 "Computation Date" shall mean each of the Installment Computation Dates, Local Unit Computation Date, and the Final Computation Date. "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. "Depository Agreement" shall mean the Depository Agreement appearing as Exhibit A to the Contract. "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 Subaccount" shall mean the Income Subaccount established pursuant to Section 4 of this Proceeds Agreement for each Local Unit. "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. NY1 5751645v~2 SABW Draft September 12, 2005 "Installment Computation Dates" shall mean November [10], 2010, 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 Computation Date" shall mean the date selected by a Local Unit as the date as of which the Rebate Requirement with respect to its issue of Local School Bonds shall be computed. Such date shall not be earlier than the date on which such Local Unit anticipates that all of the proceeds of such issue of Local School Bonds, including any amounts set aside in the Income Subaccount for the payment of the Rebate Requirement, shall be expended. NY1 5751645v,2 SABW Draft September 12, 2005 "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 amount 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 of this Proceeds Agreement for each Local Unit. "Proceeds Account" shall mean, with respect to each Local Unit, its account established under Section 4 of this Proceeds Agreement. "Purchaser" shall mean [Purchaser], the bidder offering to pay the lowest true 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. -7- NYI 5751645v.2 SABW Draft September 12, 2005 "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. "Small-Issuer Exception" shall mean the exception to the Rebate Requirement provided by Section 148(I)(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. "Tax Exempt Bond" shall mean a bond the interest on which is excludable from gross income under Section 103(a) of the Code and is not a specified private activity bonds as defined in Section 57(a)(5)(C) of the Code. "Two-Year Exception" shall mean the exception to the Rebate Requirement provided by Section 148(f)(4)(C) of the Code. "VPSA" shall mean the Virginia Public School Authority, a public body corporate and instrtnnentality 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 -8- NY1 5751645v.2 SABW Draft September 12, 2005 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 $[ ,~,000 aggregate principal amount of VPSA's School Financing Bonds (1997 Resolution) Series 2005 D. "Withdrawal Date" shall mean the date as of which an interim Rebate Calculation is made pursuant to Section 9 of this Proceeds Agreement. "Yield" shall have the meaning accorded to such term by the Letter Agreement. "Yield Reduction Payment" shall have the same meaning given to such term by Section 13 of this Proceeds Agreement. "Yield Restriction Requirement" shall have the same meaning given to such term by Section 13 of the Proceeds Agreement. Section 3. Disposition of VPSA Bond Proceeds. A. Prior to the Closing Date, each Local Unit will complete and submit, to the Investment Manager, the program registration form and the SNAP account registration form annexed to the Information Statement. B. On the Closing Date, VPSA will transfer to the Depository for deposit in SNAP, in immediately available funds, an amount equal to the aggregate purchase price of all of the Local School Bonds ($[ .... 1). C. Each Local Unit hereby agrees to adhere strictly to the prescribed and recommended procedures described in the Information Statement. Each Local Unit hereby further agrees that it will not deviate from 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. -9- NY1 5751645v.2 SABW Draft September 12, 2005 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 2005 D Issue Principal Subaccount Income Subaccount (b) The Investment Manager shall establish on its books for each of [Accomack County, Amelia County, Buckingham County, Floyd County, Fluvarma County, Grayson County, Hanover County, Henry County, Hopewell City, King George County, Lunenburg County, Lynchburg City, Manassas Park City, New Kent County, Orange County, Page County, Patrick County, Prince George County, Roanoke City and Rockingham County] within the one (1) Proceeds Account for each such Local Unit, two (2) subaccounts therein, and two (2) subaccounts within each subaccount as follows: VPSA-(Namc of Local Unit) Proceeds Account - Series 2005 D Issue Non Subsidy Subaccount Principal Subaccount Income Subaccount Subsidy Subaccount Principal Subaccount Income Subaccount 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 [Accomack County, Amelia County, Buckingham County, Floyd County, Fluvanna County, Grayson County, Hanover County, Henry County, Hopewell City, King George County, Lunenburg County, Lynchburg City, Manassas Park City, New Kent County, Orange County, -10- NYI 5751645v 2 SABW Draft September 12, 2005 Page County, Patrick County, Prince George County, Roanoke City and Rockingham County] 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) - O 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. Section 6. Investment of Principal Subaccount. 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 Manager shall credit to the Local Unit's Income Subaccount all income and profits fi'om the investment and reinvestment of moneys to the credit of its respective Principal Subaccount. NY15751~5v.2 SABW Draft September 12, 2005 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 Rebate Exceptions or if such withdrawal is necessary to qualify for one of the Spending Exceptions. -12- NY1 5751645v~2 SABW Draft September 12, 2005 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 2005 (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(f)(2) and (3), pursuant to Code Section 148(f)(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 foffit 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 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 -13- NY1 5751645v~2 SABW Draft September 12, 2005 (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. 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 for the next Computation Date 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) reserve, in the Income Subaccount, the amount of the "Income Subaccount Set Aside" until the next Rebate Computation required by Section I 1 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. -14- NY1 5751645v.2 SABW Draft September 12, 2005 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. 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 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 -15- NY1 5751645v.2 SABW Draft September 12, 2005 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 sum of the Local Unit Rebate Requirement and Yield Reduction Payment of such Local Unit, the Investment Manager shall promptly charge the Principal Subaccount 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 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 sum of the Local Unit Rebate Requirement and Yield Reduction Payment for the Local Unit, such excess shall be transferred to the Principal Subaccount of the Local Unit. Section 13. Disposition of Excess Proceeds, Yield Restriction and Yield Reduction Payments. 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, such amount shall be retained in the Proceeds Account -16- NY1 5751645v.2 SABW Draft September 12, 2005 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. If a Local Unit has any balance remaining in either its Principal Subaccount or Income Subaccount on November [10], 2008, such amount shall not be invested at a Yield in excess of the VPSA's Bond Yield (the "Yield Restriction Requirement"). Except as provided in Section 13C below, any balances remaining on deposit in either the Principal Subaccount or Income Subaccount of any Local Unit on November [10], 2008 will be invested by the Investment Manager in either an Individual Portfolio at a Yield not in excess of the VPSA's Bond Yield or Tax-Exempt Bonds in order to comply with the Yield Restriction Requirement. C. If amounts on deposit in the Principal Subaccount or Income Subaccount of a Local Unit qualified for the temporary periods set forth under Treasury Regulation Section 1.148-2(e)(2) or Treasury Regulation Section 1.148-2(e)(6), such Local Unit may continue to invest such amounts in the SNAP Fund in accordance with the provisions of the Information Statement and may comply with the Yield Restriction Requirement by making yield reduction payments pursuant to Treasury Regulation Section 1.148-5(c) ("Yield Reduction Payments") to -17- NYI 5751645v.2 SABW Draft September 12, 2005 reduce the yield eamed after November [10], 2008 on any investments in either its Principal Subaccount or Income Subaccount. On or before each Computation Date, VPSA will prepare, or cause to be prepared, the Yield Reduction Payment required to be made with respect to each Local Unit in order to comply with the Yield Restriction Requirement on the basis of the Investment Reports maintained by the Investment Manager for each Proceeds Account. Such Yield Reduction Payments must be made by the Local Unit at the same time and in the same manner as the Rebate Requirement is required to be paid. Section 14. Rebate Payments and Penalty Payments, Yield Reduction Payments. A. The Local Unit Rebate Requirement and Yield Reduction Payment 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(0 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. -18- NY1 5751645v.2 SABW Draft September 12, 2005 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 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. -19- NYI 5751645v,2 SABW Draft September 12, 2005 Section 16. Duties of the Depository. Thc Depository shall carry out its duties and responsibilities under the SNAP Documents and this Agreement. Section 17. Duties of Local Units. A. Thc Local Units will cooperate with VPSA, the Investment Manager and the 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 thc 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 thc 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 to provide for the payment of any Yield Reduction Payment required to comply with the Yield l~estriction l~,equirement. Each Local Unit acknowledges that the payment of its Yield Reduction Payment 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 thc payment of thc Local Unit's Yield Reduction Payment. C. 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 thc date of payment thereof to VPSA. -20- NY1 5751645v.2 SABW Draft September 12, 2005 D. 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 coimection with the payment of the Local Unit Rebate Requirement and/or Penalty. E. 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. Section 18. Responsibilities of the Investment Manager. The Investment Manager shall be the agent of, and serve at the expense of, the 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 the investment and reinvestment of moneys to the 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 -21- NYI 5751645v.2 SABW Draft September 12, 2005 collected and retained by VPSA as partial payment of the administrative costs incurred by VPSA in connection with issuing, carrying, and repaying VPSA's Bonds, and the undep,vriting 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 the 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. 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 from 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. -22- NYI 5751645v 2 SABW Draft September 12, 2005 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 by hand by mail by telecopier in any case If to the Depository, to By hand By mail By telecopier In any case If to the Investment Manager, to By hand By mail By telecopier 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. 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 -23- NYI 5751645v 2 SABW Draft September 12, 2005 In any case Attention: Barbara 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. 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 -24- NY1 5751645v.2 SABW Draft September 12, 2005 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. -25- NYI 5751645v.2 SABW Draft September 12, 2005 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: Narne~ Title: Richard A. Davis Assistant Secretary and Assistant Treasurer Wachovia Bank, N.A. By: N~TIe~ Title: Richard H. Grattan Senior Vice President PFM Asset Management LLC By: Name: Barbara Fava Title: Managing Director -26- NYI 5751645v.2 SABW Draft September 12, 2005 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], 2005 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: proceeds used to refund prior debt: $ issuance expense allocable to the refunding portion of the issue: $ -27- NYI 5751645¥.2 SABW Draft September 12, 2005 NAME OF ISSUER: Page 2 of 2 F. Elections with respect to Two-Year Exception: 1. Election to use actual facts in lieu of reasonable expectations for purposes of the Two-Year Exception: Yes 2. Estimated Investment Earnings: 1. No 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 the issue: $ 2. 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 the non-construction portion of the issue: $ 3. Penalty Election to pay One and One-Half Percent Penalty in lieu of rebate: Yes No By: Name: Title: City/County -28- NY1 5751645w2 SABW Draft September 12, 2005 Exhibit A Page 1 of 1 LOCAL SCHOOL BONDS Local Unit Principal Amount of Bonds Purchase Price TOTAL: A-1 NY1 5751645v.2 SABW Draft September 12, 2005 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 ELECTRONIC FUNDS TRANSFER [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, Pennsylvania 17101 VIRGINIA PUBLIC SCHOOL AUTHORITY [Name of Local Unit] BOND PROCEEDS ACCOUNT - SERIES 2005 D 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], 2005, 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 NYI 5751645v.2 SABW Draft September 12, 2005 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 Account. 7. All of which is hereby certified. [Name of Local Unit] By: Authorized Local Unit Representative B-2 NY1 5751645v.2 SABW Draft September 12, 2005 Exhibit C Virginia Public School Authority 101 North 14th Street Richmond, Virginia 23219 LETTER AGREEMENT November [10], 2005 Re: Custody, Investment, and Disbursement of Proceeds of Local School Bonds Purchased by the Virginia Public School Authority with the Proceeds of Its $1__, ],000 School Financing Bonds (1997 Resolution) Series 2005 D 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 mount 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 June 1, 2006 and each June 1 thereafter, the Investment Reports for VPSA as of the preceding November [10] and each Local Unit as of the preceding November [10]. In addition, ifa Local Unit has selected a Local Unit Computation Date other than an Installment Computation Date or the Final Computation Date, the Investment Manager will prepare the Investment Report for such Local Unit within (7) days a~er the Local Unit Computation Date. On the basis of such Investmant Reports, VPSA shall cause the Rebate Calculation Agent to prepare (a) 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 and (b) a calculation of the Yield Reduction Payment as of each Computation Date that must be paid by the Local Unit to comply with the Yield Restriction Requirement as described in Part D 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. C-1 ~1 5751645v.2 SABW Draft September 12, 2005 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. 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 Furore 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 mount 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. 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, (c) 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 C-2 ~1 5751645v.2 SABW Draft September 12, 2005 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 thct that all of the Gross Proceeds of the Local School Bonds are spent within eighteen (18) 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 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 2005 (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 (0(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. 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 if a 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. l. 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. 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 C-3 ~1 5751645v.2 SABW Draft September 12, 2005 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. Yield Reduction Payment With respect to each Local Unit that has amounts on deposit in its Proceeds Accounts on and after November [10], 2008, VPSA shall cause the Rebate Calculation Agent to compute, as of each Computation Date, the amount that such Local Unit must pay as a Yield Reduction Payment pursuant to Treas. Reg. Section 1.148-5(c) in order to cause the Yield on the investment of any amounts in the Proceeds Account on and after November [10], 2008 to be less than or equal to the VPSA's Bond Yield. The calculation of such Yield Reduction Payment shall not take into account any investment activity prior to November [10], 2008. Such amount shall be the "Local Unit Yield Reduction Payment" as of the Computation Date. E. Rebate Payment 1. Upon the calculation of the Local Unit Rebate Requirement and Yield Reduction Payment 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 the sum of its Local Unit Rebate Requirement and Local Unit Yield Reduction Payment and credit its Income Subaccount with an amount such that the balance to the credit of the Income Subaccount is equal to the stun of its Local Unit Rebate Requirement and Local Unit Yield Reduction Payment (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 sum of the Local Unit Rebate Requirement and Local Unit Yield Reduction Payment 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 must be in an amount not less than the total of ninety percent (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 C-4 NYI 5751645v.2 SABW Draft September 12, 2005 Computation Date. All of the Local Unit Yield Reduction Payment as of each Computation Date must be paid to the United States within sixty (60) days of each Computation Date. Each payment shall be made not later than sixty (60) days after each 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. F. Definitions 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, (B) the bid 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 C-5 MI 5751645v.2 SABW Draft September 12, 2005 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 to be invested, (F) all potential providers have an equal oppommity 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 lssuer 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 purchaser in a negotiated underwriting transaction until 15 days aRer 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 C-6 SABW Draft September 12, 2005 (f) The following records are retained with the bond documents until three years after 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 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; Co) 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; C-7 MI 5751645v2 SABW Draft September 12, 2005 (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 funds 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. Gross Proceeds shall include amounts 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 Contract. C-8 NWl 5751645v.2 SABW Draft September 12, 2005 "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). "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(0 of the Code and the Temporary Regulations that has been appointed under Section 7.2 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 fi'om 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 purposes 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 C-9 ~1 5751645v2 SABW Draft September 12, 2005 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-10 NYI 5751645v.2 SABW Draft September 12, 2005 G. 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: Title: Richard A. Davis Assistant Secretary and Assistant Treasurer Accepted: PFM Asset Management LLC By:. Name: Barbara Fava Title: Managing Director C-II NY1 5751645v 2 SABW Draft August 24, 2005 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: Name Richard A. Davis [TBD] Title Assistant Secretary and Assistant Treasurer Assistant Secretary and Assistant Treasurer Specimen Signature Nalne Richard H. Gra~an WACHOVIA BANK, N.A.: Title Senior Vice President Specimen Signattwe Sallie Barbara L. Fava PFM ASSET MANAGEMENT LLC: Title Managing Director Specimen Signature D-1 NYI 5751645v 2 GEORGE J, A. CLEMO 540 983-7728 clemo~woodsrogers,com WOODS ROGERS c ATTORNEYS AT LAW September 13, 2005 City Council City of Roanoke, Virginia Roanoke, Virginia Re: Resolutions Authorizing the Issuance of (1) Not to Exceed $1,200,000 General Obligation School Bonds of the City of Roanoke, Virginia, Series 2005-A, and (2) Not to Exceed $3,850,000 General Obligation School Bonds of the City of Roanoke, Virginia, Series 2005-B Gentlemen and Ms. McDaniel: Our firm serves as bond counsel to the City in connection with certain school bond financings. On August 15, 2005, Council adopted resolutions (No. 37155-081505 and No. 37154-081505) authorizing the filing of an application to the Virginia Public School Authority (VPSA) for bond financing of (1) up to $1,200,000 for capital improvements at Fallon Park Elementary School, and (2) up to $3,850,000 for capital improvements at Westside Elementary School, and authorizing publication of a notice for the public hearing required under the Public Finance Act before the bonds can be issued. The VPSA application was filed on August 22, 2005, and was approved by the VPSA on September 8, 2005. A public heating on the proposed bond issue will held before Council on September 19, 2005 (immediately prior to your consideration of the attached resolutions). I attach a final bond resolution for each of the two school bond financings for your consideration. Each resolution approves the details of the bond, including an estimated debt service schedule 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. Following adoption of the resolutions, the financings are expected to be finalized and proceeds available to the City on or around November 10, 2005. George J. A. Clemo {740885855-1, 077026-00043 OIjI g886855 l 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 City Council Page 2 CC: William Hackworth, City Attorney Bernard Godek, Associate Superintendent, Roanoke City Schools {g0886855-1, 077826-00043-01} 93886855 l 077826-00043-01 The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times .................................................. + ........................ GEORGE J.A. CLEMO, ATTY. 10 S. JEFFERSON STREET WOODS, ROGERS & HAZL ROANOKE VA 24011 REFERENCE: 80074127 07452323 NOTICEOFPUBLICHEARIN State of Virginia City of Roanoke I, (the undersigned) an authorized representative of the Times-World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City/County of Roanoke, Commonwealth/State of Vi~. Sworn and subscribed before me this ~__~ay of September 2005. Witness my hand and My ~ommlss~ exp~re~,~aL~_~__.~_~_' PUBLISFED ON: 08/22 08/29 TOTAL COST: 308.66 FILED ON: 09/16/05 NOTICE OF PUBLIC · HEARING 6# PROPOSED BOHD FlflANCIIIGBY 111E CIIY OF ROANOKE, VIRGINIA Notice Is hereby given that the Council of the CLty of Roanetke, vIrg~nia (the "Council") will hold a public hearing, which may be continued or adjourned, as required under applicable law, at 7:00 P.M. on September :Lg, 2005, at the Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, in connection with the Intention approving the Issuance By the City of Its general to exceed $:J,,200,000 for in an amount estimated not the purpose of financing certain capital improvements for FaRon Perk Elementary School in the City of Roanoke, and (b} in an amount estimated not to exceed $:],850,000 for certain capital improvements for Westside Elementary School Ir~ the City of Roanoke (the foregoing b6nds, the "Bonds")· Any citizen in eras ed in he ssuance o the Bonds may aPPear and be heard· If you are a person with 8 disability who needs accommodations for this hearing, please contact the City Clef's Office noon on Friday, September Signature :__ _ .......... Billing Services Representative CITY OF ROANOKE Office of the City Clerk Mary F. Parker, CMC City Clerk Stephanle M. Moon, CMC Deputy City Clerk Shaila N. Hartman Assistant City Clerk September 22, 2005 File #28-458 Darlene L. Burcham City Manager Roanoke, Virginia Dear Ms. Burcham: I am attaching copy of Ordinance No. 37193-091905 authorizing donation and conveyance of a 10-foot by 600-foot easement on City-owned property, identified as Official Tax No. 4250203, the site of Fire Station No. 11 near the intersection of Bennington Street and Mt. Pleasant Boulevard, to Roanoke Gas Company to connect a new main to a high pressure main on Bennington Street, upon certain terms and conditions, as more fully set forth in a letter from the City Manager addressed to the Council dated September 19, 2005. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. SMM:ew Sincerely, Deputy City Clerk KSAGENDA CORRESPONDENCE~agenda correspondence 05\Sept 05~Sept 19 2005 correspondence.doc Darlene L. Burcham September 22, 2005 Page 2 pc: Jesse A. Hall, Director of Finance Sherman M. Stovall, Director, Office of Management and Budget Philip C. Schirmer, City Engineer Sarah E. Fitton, Engineering Coordinator K:~AGENDA CORRESPONDENCE~genda correspondence 05~Sept 05~Sept 19 2005 correspondence.doc IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA, The 19th day of September, 2005. No. 37193-091905. AN ORDINANCE authorizing the donation and conveyance of a ten foot by six hundred foot easement on City-owned property identified by Official Tax No. 4250203, the site of Fire Station No. 11 near the intersection of Bennington Street and Mt. Pleasant Boulevard, to Roanoke Gas Company, to connect a new main to a high pressure main on Bennington Street, upon certain terms and conditions; and dispensing with the second reading by title of this ordinance. WHEREAS, a public hearing was held on September 19, 2005, pursuant to §§15.2-1800(B) and 1813, Code of Virginia ( 1950), as amended, at which hearing all parties in interest and citizens were afforded an oppommity to be heard on such conveyance. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke that: 1. 1. The City Manager and City Clerk are hereby authorized to execute and attest, respectively, in form approved by the City Attorney, the necessary documents donating and conveying a ten foot by six hundred foot easement on City-owned property identified by Official Tax No. 4250203, the site of Fire Station No. 11 near the intersection of Bennington Street and Mt. 'Pleasant Boulevard, to Roanoke Gas Company to connect a new main to a high pressure main on Bennington Street, upon certain terms and conditions, and as more fully described in a letter of the City Manager to City Council dated September 19, 2005. 2. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. 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 September 19, 2005 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: Request of Roanoke Gas Company for Easement on City-Owned Property -TM #4250203 Roanoke Gas Company has requested an approximate 10' x 600' easement across city-owned property identified by Tax Map No. 4250203. This is the site of Fire Station No. 11 near the intersection of Bennington Street and Mt. Pleasant Boulevard. The easement is needed to connect a new main to a high pressure main on Bennington Street, and will extend along Mount Pleasant Boulevard to serve a new subdivision in the City. As the easement will support new development in the City, it will be donated. See Attachments #1 and #2 for proposed Agreement and Drawing. Recommended Action(s): Following a public hearing, authorize the City Manager to execute the appropriate documents granting a utility easement as described above to Roanoke Gas Company, approved as to form by the City Attorney. Darlene L. Bgr~:ham C~ty M anag ~e~ ....... DLB/SEF Attachments C: Mary F. Parker, City Clerk William M. Hackworth, City Attorney Jesse A. Hall, Director of Finance Sarah E. Fitton, Engineering Coordinator CM05-00130 Tax Map No. 4250203 THIS DEED OF EASEMENT, made this __ Attachment #1 dayof ,2005, by and between the CITY OF ROANOKE, VIRGINIA, hereinafter referred to as "Grantor"; and ROANOKE GAS COMPANY, a Virginia corporation, hereinafter referred to as "Grantee". WITNESSETH THAT, FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) and other good and valuable consideration, paid by Grantee to Grantor, the receipt and sufficiency of which is hereby acknowledged, the Grantor does hereby grant unto Grantee, its successors and assigns, the permanent right of way and easement to construct, install, operate, repair, and maintain a gas pipeline (with appliances and accessories useful and necessary in connection therewith) over, under, through and across its land in the City of Roanoke, State of Virginia, and being more described as follows: Roanoke Gas Company P.O. Box 13007 Roanoke, VA 24030 A 10' wide gas line easement adjacent to the eastern boundary line of the land acquired by the Grantor by deed of record in the Clerk's Office of the Circuit Court of Roanoke City, Virginia, in Deed Book __, Page ., and designated as Tax Map No. 4250203. The location of said easement is shown and designated as "10' GAS LINE EASEMENT" upon the plat entitled "Easement Plat for Roanoke Gas Company" as prepared by Roanoke Gas Company and dated August 23, 2005. Said plat is attached hereto and recorded herewith. The Grantee agrees to restore and repair any damage to Grantor's property which may be caused by the construction, operation, or maintenance of said easement. The Grantor agrees that the Grantee will not be expected to restore the property to the identical original condition, but rather as near thereto as practicable, and that the Grantee will cooperate with the Grantee in effectuating such restoration. In the event that the right of way easement herein granted interferes with the future development of the lands of the Grantor, its successors or assigns, the Grantee, shall at its sole cost and expense, relocate said gas pipeline and related appurtenances to a suitable location on the premises of the Grantor as may be necessary to eliminate such interference, and that the easement required for such relocation shall be furnished without cost to the Grantee by the Grantor. The Grantee shall have reasonable time after receipt of such request in writing, not to exceed 45 days, in which to complete relocation of the gas line. The easement rights and privileges for the gas line and related appurtenances in its former location will automatically extend to any relocated course of such line without need for additional written right of way or other instrument. Grantee will indemnify and save the Grantor harmless against any and all loss or damage, accidents, or injuries, to persons or property, whether of the Grantor or of any other persons or corporations arising in any manner from the negligence of Grantee in the construction, operation, or maintenance, or failure to properly construct, operate, or maintain its facilities installed upon the right of way granted by this deed of easement. Darlene Burcham, City Manager of the City of Roanoke, Virginia, executes this instrument on behalf of the City Council of the City of Roanoke, Virginia, to convey the easement herein-above described pursuant to Ordinance No. adopted by said Council on the day of ,2005. TO HAVE AND HOLD the same unto the Grantee, its successors and assigns forever. WITNESS the following signature and seals: CITY COUNCIL OF THE CITY Approved as to form: OF ROANOKE, VIRGINIA City Attorney By: .(SEAL) DARLENE BURCHAM City Manager City of Roanoke, Virginia State of Virginia, City of Roanoke, To-wit: The foregoing instrument was acknowledged before me this .day of ,2005, by DARLENE BURCHAM, City Manager, on behalf of the City Council of the City of Roanoke, Virginia. My Commission expires: Notary Public TAX pROPERtY OF THE SITY Cc ROANOKE 2.683 acres ~ , ~ 10' Gas Line Easement ,~2502S, 2 \\ Easement Plat for Roanoke Gas Company Showing new 10' Gas Line Easement Being Granted By The City of Roanoke Situate on Benningtor~ Street & Mount Pleasant Boulevard, Roanoke City, VA ~ SCALE: NTS I TAX MAP NO ROANOKE GAS COMPANY IDATE: 8;23/05 142~°~°3 , The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times ....................................................~ .................... ___ _ NOTICE OF flJ~UC MARY F. PARKER CITY OF ROANOKE CLERK'S OFFICE 215 CHURCH AVE SW RM 456 NOEL C. TAYLOR MUNICIPAL BLDG. ROANOKE VA 24011 NOTICEOFPUBLICHEARIN REFERENCE: 32143302 07708053 State of Virginia City of Roanoke I, (the undersigned) an authorized representative of the Times-World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City/County of Roanoke, Commonwealth/State of V~_~ia. Sworn and subscribed before me this ~_jday of September 2005. Witness my hand and PUBLISHED ON: 09/09 164.45 09/16/05 TOTAL COST: FILED ON: the City of Roanoke proposes to grant 8 ten foot by six hundred foot Smgnature:k/ [_~___~__~___ _~_~_~ .... Billing Services RepreSentative NOTICE OF PUBLIC HEARING TO WHOM IT MAY CONCERN: The City of Roanoke proposes to grant a ten foot by six hundred foot easement across City-owned property identified as Official Tax No. 4250203, the site of Fire Station No. 11 near the intersection of Bennington Street and Mt. Pleasant Boulevard, to Roanoke Gas Company to connect a new main to a high pressure main on Bennington Street, which will extend along Mount Pleasant to serve a new subdivision in the City. Pursuant to the requirements of§§ 15.2-1800(B) and 1813, Code of Virginia (1950), as amended, notice is hereby given that the City Council of the City of Roanoke will hold a public heating on the above matter at its regular meeting on Monday, September 19, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard in the Council Chambers, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, at which time citizens of the City shall be given an opportunity to appear and be heard by Council on the subject. If you are a person with a disability who needs accommodations for this heating, please contact the City Clerk's Office (853-2541), before 12:00 noon on Thursday, September 15, 2005. GIVEN under my hand this 6th day of September , 2005. Mary F. Parker, City Clerk. K \NOTIC ES/N- P-KEGAS COEASEMENT( B ENNINGTON ST) 091905 DOC Notice to Publisher: Publish in the Roanoke Times once on Friday, September 9, 2005. Send bill and affidavit to: Mary F. Parker, City Clerk 215 Church Avenue, S. W. Roanoke, Virginia 24011 (540) 853-2541 CITY OF ROANOKE Office of the City Clerk Mary F. Parker, CMC City Clerk Stephanie M. Moon, CMC Deputy City Clerk Shella N. Hartman Assistant City Clerk September 22, 2005 File #60-270 Jesse A. Hall Director of Finance Roanoke, Virginia Dear Mr. Hall: I am attaching copy of Ordinance No. 37194-091905 appropriating funds from the Capital Maintenance and Equipment Replacement Program and to make other funding appropriations and transfers, and amending and reordaining certain sections of the 2005-2006 General, Civic Facilities, Capital Projects, Department of Technology, Fleet Management and Risk Management Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, September 19, 2005, and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, Deputy City Clerk SMM:ew Attachment pc: Darlene L. Burcham, City Manager Sherman M. Stovall, Director, Office of Management and Budget K:~AGENDA CORRESPONDENCE%agenda correspondence 05\Sept 0b~Sept 19 2005 correspondence.doc IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of September, 2005. No. 37194-091005. AN ORDINANCE to appropriate funding from the Capital Maintenance and Equipment Replacement Program (CMERP) and to make other funding appropriations and transfers, amending and reordaining certain sections of the 2005-2006 General, Civic Facilities, Capital Projects, Department of Technology, Fleet Management and Risk Management 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 certain sections of the 2005-2006 General, Civic Facilities, Capital Projects, Department of Technology, Fleet Management and Risk Management Fund Appropriations be, and the same are hereby, amended as follows: General Fund Appropriations Center in the Square Virginia Museum of Transportation Blue Ridge Zoological Society Commonwealth Coach & Trolley Museum Salem Roanoke Baseball Hall of Fame CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases Youth Scholarships CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases Homeland Defense Project Lifesaver CMERP - Equipment Purchases CMERP - Equipment Purchases Transfer to Capital Projects Fund Transfer to DOT Fund Transfer to Fleet Management Fund Transfer to Risk Management Fund 001-300-7220-3706 001-300-7220-3714 001-300-7220-3911 001-300-7220-3942 001-300-7220-3895 001-430-4130-9132 001-530-4110-9132 001-530-4160-9132 001-530-4210-9132 001-620-4340-9132 001-620-7110-2302 001-620-7110-9132 001-630-5311-9132 001-630-5314-9132 001-640-3113-9132 001-640-3114-2164 001-640-3114-2169 001-640-3114-9132 001-650-7310-9132 001-250-9310-9508 001-250-9310-9513 001-250-9310-9517 001-250-9310-9529 80,000 37,500 26,000 7,000 5,000 199,000 52,777 59,000 65,000 36,000 2,957 46,500 15,589 6,760 203,618 391 18,458 18,424 32,540 309,228 400,000 412,000 166,730 Fund Balance Reserved for CMERP - City Reserved for Self-Insured Claims Civic Facilities Fund Appropriations Appropriated from General Revenue Retained Earnings Retained Earnings Available for Appropriation Capital Proiects Fund Appropriations CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases CMERP - Equipment Purchases Contingency CMERP - Equipment Purchases CMERP- CMERP- CMERP- CMERP- CMERP- CMERP- CMERP- CMERP- Revenues Equipment Purchases Equipment Purchases Equipment Purchases Equipment Purchases Equipment Purchases Equipment Purchases Equipment Purchases Equipment Purchases Transfer from General Fund Department of TechnoloRY Fund Appropriations CMERP - Equipment Purchases Revenues Transfer from General Fund Fleet Manaqement Fund Appropriations CMERP - Equipment Purchases Revenues Transfer from General Fund Risk Manaqement Fund Revenues Transfer from General Fund Retained Earnings Reserve for Self-Insured Claims 001-3323 001-3327 005-550-8624-9003 005-3348 008-140-9857-9132 008-300-9829-9132 008-310-9737-9132 008-310-9799-9132 008-440-9854-9132 008-530-9575-9220 008-530-9778-9132 008-530-9782-9132 008-530-9798-9132 008-530-9834-9132 008-615-8116-9132 008-620-9747 -9132 008-620-9748-9132 008-620-9750-9132 008-620-9759-9132 008-110-1234-1037 013-430-1602-9132 013-110-1234-1037 017-440-2642-9132 017-110-1234-0951 019-110-1234-1037 019-3327 (2,033,742) (166,730) 125,000 (125,000) 49,000 32,000 80,000 100,000 230,000 (1,194,602) (49,133) (100,000) 50,000 460,025 370,400 70,000 230,000 (3,718) (14,744) 309,228 400,000 400,000 412,000 412,000 166,730 166,730 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. 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 September 19, 2005 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: Use of Undesignated Fund Balance (Capital Maintenance and Equipment Replacement Program - CMERP) Background: City Council was briefed on FY 2004-05 financial performance and the undesignated fund balance on September 6, 2005. The year end undesignated general fund balance is targeted for our Capital Maintenance and Equipment Replacement Program (CMERP) and totals $2,033,742. In addition, $1,403,018 of Capital Project Contingency funds designated for prioritization as a part of CMERP is available for appropriation. Funding in the amount of $167,595 from the reallocation of prior year unobligated CMERP funds is also available. On July 18, 2005, City Council authorized the transfer of $125,000 from Capital Project Contingency for capital improvements to the Mill Mountain Theater. On September 6, 2005, City Council authorized the transfer of $83,416 from Capital Project Contingency for the new Fire/EMS Administration Facility. Mayor Harris and Members of City Council September 19, 2005 Page 2 The net total of all funding sources available for appropriation is $3,395,939. Section 2-188.1 Reserve for self-insured liabilities, Code of the City of Roanoke (1979), as amended, stipulates that, at the conclusion of each fiscal year, two hundred fifty thousand dollars ($250,000) to the extent available from any undesignated General Fund balance at the end of such fiscal year, shall be reserved for self-insured liabilities of the City. The maximum balance of the reserve is three percent of the total General Fund appropriations for the concluded fiscal year. As such, at June 30, 2005, $166,730 was reserved in the General Fund for self-insured liabilities. Considerations: A list of CMERP funding recommendations is attached (Attachment 1) and addresses the following categories: · Contributions $1,197,925 · Carryover Funds 21,806 · Furniture and Equipment 843,208 · Capital Improvements 580,000 · Technology 400,000 · Fleet Management 353,000 Total $3,395,939 Department CMERP funding requests totaled approximately $9.6 million, excluding technology and vehicular related items. Requests for technology related items/initiatives totaled an additional $3.5 million. Technology requests are reviewed and prioritized by the Information Technology Committee. All vehicular requests are reviewed by the Fleet Management Division Manager and evaluated based upon an approved set of replacement criteria. Recommended Action: City Council concur with the CMERP funding recommendations and appropriate funding to the proper accounts as detailed on the attachment. Appropriate $125,000 from Civic Facilities Fund Retained Earnings to the Civic Center Improvements Project (005-550-8624) for the repair of stage rigging equipment. Appropriate $166,730 reserved in the General Fund for self-insured liabilities to be transferred to the Risk Management Fund. Establish a revenue estimate of the same amount in the Risk Management Fund representing this transfer. Mayor Harris and Members of City Council September 19, 2005 Page 3 Reallocate unobligated prior year CMERP funding from the following accounts: 008-620-9759-9132(GreenwaySignage) $ 14,744 008-620-9750-9132 (Mt. ViewRecCenterlmprovements) $ 3,718 008-530-9782-9132 (Downtown Roanoke Drainage Contract Labor) $100,000 008-530-9778-9132 (Engineering Suite Renovations) $ 49,133 C: Respectfully submitted, City Manage/r Mary F. Parker, City Clerk William M. Hackworth, City Attorney Jesse A. Hall, Director of Finance Sherman M. Stovall, Director of Management and Budget CM05-00133 Attachment 1 Use of Undesignated Fund Balance (Capital Maintenance and Equipment Replacement Program - CMERP) Recommended Expenditures - Justification Contributions/Commitments - $1,197,925 Grandin Theater- $80,000 - Funding is the fourth of five installments and will be utilized to fulfill the City's obligation to the Grandin Theater revitalization. Total Action Aqainst Poverty/Dumas - $100,000 - Funding will provide the third of five planned installments to support the renovation of the Dumas facility. Center in the Square - $80,000 - This funding will provide the second and final installment to upgrade the Center's security system. Commonwealth Coach & Trolley Museum - $7,000 - This funding will provide support for the purchase of equipment to maintain the fleet and the addition of motor coaches. Mill Mountain Zoo - $26,000 - Funding will provide support for a veterinary holding facility. Salem Roanoke Baseball Hall of Fame - $5,000 - Contribution toward the construction of a new facility. Roanoke Health Department - $460,025 - This funding will be utilized for costs associated with the necessary furniture and equipment in the new Civic Mall location, with the State providing reimbursement of approximately 60% of the cost over a seven year period to the City. Roanoke Redevelopment & Housinq Authority- $370,400- Funding will provide support for the acquisition of property located in the 400 block of Day Avenue. Percent for the Arts - $32,000 - This funding represents 1% of the construction costs for the following facilities for public art: Municipal North Building Public Works Service Center 10. Virginia Museum of Transportation - $37,500 - Funding will be used to support stabilization of the archives facility. Carryover Funds - $21,806 Police - $18,849 - This funding is a carryover of FY2004-05 unobligated funding from mini-grants and donations for a specific purpose. Parks and Recreation/Youth Scholarships - $2,957 -This funding is a carryover of FY 2004-05 unobligated funding from donations for youth scholarships which offers disadvantaged youth the opportunity to participate in recreational activities. Furniture and Equipment - $843,208 Traffic Enqineerinq - $59,000 Traffic Impact Attenuator- $24,000 - Funding will be utilized to purchase a truck-mounted impact attenuator to assist in addressing a critical safety issue for Transportation Division employees working on city streets. Gateway Siqnaqe - $35,000 - Funding will be used to cover costs associated with the materials and the design work for new gateway signs with the new logo to be installed at 12 - 15 key gateway entrances of the city. Police - $222,042 Take-Home Vehicle Equipment -$80,352 - This funding will be used to purchase necessary equipment (antenna radars & cases, seat belt cutters, rolatapes, radios, accessory kits, intoximeters, tint meters, and in-car video systems) for 6 take home vehicles to fulfill the intended and approved number of vehicles allotted for the Take Home Vehicle Program. Diqital Photoqraphy- $18,424- These funds will be utilized to purchase digital cameras and related accessories to assist in the conversion of conventional photography to digital photography. Mobile Vision In-Car Video Systems - $101,322 - Funding will be utilized to replace 13 in-car video cameras. Hand-held Radios - $21,944 - Funding will be utilized to support the purchase of 8 new hand-held radios. Social Services -$22,349 Observation System - $6,760 - These funds will be utilized to purchase an observation system for child visitation rooms. Card Access System - $15,589 - These funds will be utilized to purchase a card access system for the Social Service portion of the Civic Mall. Fleet - Vehicle/Equipment Lifts - $59,000 - These funds will be utilized to purchase two standard vehicle/equipment lifts and one heavy equipment lift. Sheriff- Security System Upqrade- $49,000 - Funding will be utilized to enhance the current security system in the Roanoke City Courthouse. Parks and Recreation - $82,500 Mowers -$36,000 - These funds will be utilized to replace 5 aging mowers improving customer service. Swimming Pool Furniture and Umbrellas - $1 7,400 - These funds will be used to replace a portion of tables, chairs and umbrellas at the pools. Exhibits and Wildlife Lab - $29,100 - Funding will be utilized to purchase new educational exhibits and an interactive wildlife garden for the Mill Mountain Discovery Center. Technoloqy- E911 Center- $199,000 Chairs- $12,000- These funds will be used to replace 12 chairs for the E-911 Center. Consoles - $187,000 - These funds will be used to replace existing consoles which house the radio equipment used by the E-911 Center. Library- Seatinq and Teen Area - $32,540 - These funds will be utilized to replace existing library seating and to create new teen seating areas. Solid Waste Management - Sealed Compactor Program - $65,000 - Funding will be utilized to purchase a sealed compactor to be used by the Central Business District restaurant owners. 10. Transportation Division - Street Maintenance - Camera with Trailer - $52,777 - These funds will be used to purchase a camera with a trailer allowing for proper storm water maintenance. Capital Improvements - $580,000 1. Facilities Management - Building Maintenance - $230,000 a. Mill Mountain Star- $150,000 - This funding will be utilized for the replacement of lighting and electrical components of the Mill Mountain Star. b. Railside Memorabilia Installation - $30,000 - This funding will be utilized to incorporate railroad memorabilia items along the Railside Walkway. c. Asbestos & Lead Abatement Projects - $50,000 - These funds will be used to survey all city facilities maintained by the Facilities Management Department. 2. Parks & Recreation - $300,000 Kennedy Park Improvements - $70,000 - This funding will provide for improved drainage at Kennedy Park. Property Acquisition - $230,000 - This funding will be utilized to purchase approximately 33 acres of property to be used for a soccer program. 3. Enqineerinq- $50,000 a. Miscellaneous Storm Drainage Proiects - $50,000 - This funding will provide for costs associated with all engineering design and construction costs required to complete the highest priority drainage projects within the City of Roanoke. Technology- $400,000 Funding will supplement $181,000 in Department of Technology Retained Earnings and an additional $165,000 provided in the adopted budget as well as $450,000 of one-time funding to be used to address prioritized technology needs. Fleet Manaclement - $353.000 Fleet Management will replace vehicles based on established approved criteria. CMERP funds in the amount of $353,000 will supplement $1,759,000 in the Fleet Management budget for the replacement of vehicles. The Fleet budgeted amount for vehicle replacement was supplemented with $184,000 in the adopted budget for FY 2OO5-O6 and $450,000 of one-time funding. The goal is to grow the annual budget for fleet replacement to $3 million. Total General Fund CMERP - $3,395,939 Civic Facilities - $125,000 Retained Earnings will be used for the repair of the stage rigging equipment. 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 September 19, 2005 Honorable C. Nelson Harris, Mayor, and Members of City Council Roanoke, Virginia Dear Mayor Harris and Members of Council: Subject: Use of Undesignated Fund Balance (Capital Maintenance and Equipment Replacement Program - CMERP) CM05-00133 This is to request space on Council's regular agenda for a report on the above referenced subject. Respectfully submitted, Darlene L. Burcham City Manager DLB:sm C: City Attorney City Clerk Director of Finance NOTICE.OF PUBLIC HEARING The Council of the City of Roanoke will consider a proposal to adjust the aggregate amount of its FY 2005-2006 annual budget in the following respects, in connection with appropriation of funds for its Capital Maintenance and Equipment Replacement Program (CMERP): ADOPTED RECOMMENDED FUND BUDGET INCREASE General Fund Civic Facilities Fund Risk Management Fund Technology Fund Fleet Management Fund Capital Project Fund $223,799,00O $5,799,374 $14,387,750 $6,371,472 $5,595,415 $486,548 $125,000 $167,730 Not~Excaed $581,000 Not toExceed $765,000 $2,097,391 Pursuant. to the requirements of {}15.2-2507, Code of Virginia (1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a public hearing on the above matter on Monday, September 19, 2005, at 7:00 p.m., local time, or as soon thereafter as the matter may be heard, in the Council Chambers, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, SW, Roanoke, Virginia. For further information on these matters, you may contact the Office of the City Clerk at (540) 853-2541. All parties and interested citizens may appear on the above date and be heard on the matter. If you are a person who needs accommodations for this hearing, please contact the City Clerk's Office at (540) 853-2541 before 12:00 noon on Thursday, September 15, 2005. GIVEN under my hand this 11th day of September, 2005. Ma~ F. Parker, City Clerk. Job Status: SUCCESS Job Status Details: Job Information Device name: DC490_CLERK System date: 09/07/~5 System lJrne: 11:16AM Submission date: 09/07/~5 Submission ~me: 11:16 AM Resolution: Bits per Pixel: 1 ~ 0 Sha~ness: 0 Image Size Original size: AUTO Template Information Ownec File Settings Images Filsd: Ref:x3si~ name: ~10J~I[01.1.9 Proton: ~erox /dc490_derk/cw_scan/~ta~se~/cksm 1 PDF NEW_AUTO_GENERATE Copyright © 1993-2~01 Xerox Co~. Ail Rights P~se~ed. The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times .................................................. + ........................ MARY PARKER CITY OF ROANOKE - CITY CLERK MUNICIPAL BLDG RM 456 ROANOKE VA 24011 REFERENCE: 10154151 07754772 State of Virginia City of Roanoke Public Notice TOTAL COST: 161.77 FILED ON: 09/16/05 Authorize ~ Signature.'_~'_/___~_~________~_-~__~_____~__~~_~ .... Billing Services Representative PUBLISHED ON: 09/09 City/County of Roanoke, Commonwealth/State of vi~g~ia.~ Sworn and subscribed before me this _~_day of September 2005. Witness my hand and official seal. ~j~,~/~ ~otary Puklic I, (the undersigned) an authorized representative of the Times-World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: NOTICE OF PUBLIC HEARING The Council of the City of Roanoke will consider a proposal to adjust the aggregate amount of its FY 2005-2006 annual budget in the following respects, in connection with appropriation of funds for its Capital Maintenance and Equipment Replaoame~t *Progrem (CMERP): ADOPTED RECOMMENDED FUND BUDGET INCREASE G~r~t~al Fund $223;799,000 $912,514 Civic Fadli~es Fund $5,799,374 $125,000 Risk Management F~hd $14,387,750 $!67 730 Techhoiogy Fund $6,371,472 $581,000 Fleet Management Fund $5,595,415 $412,000 Capital Project Fund $1,671,425 Pumuant to the requirements of §15.2-2507, Code of Virginia (1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold e public.hearing on the above matter on Monday, September lg, 2005~ at 7:00 p.m., local time, or as soon thereafter as the matter may be heard, in the Council Chambers; Room 450. Noel C. Taylor Municipal Building, 215 Church Avenue, SW, Roanoke, Virginia. For further information on these matters, you may contact the Office of the City Clerk at (540) 853-2541. All parties and interested citizens may appear on the above date and be heard on the matter. If you are a person who needs accommodations for this hearing; please contact the City Clerk's Office at (540) 853-2541 before 12:00 noon on Thursday, September 15, 2005. GIVEN under my hand this 11~ day of September, 2005~ Mary F. Parker, City Clerk. NOTICE OF PUBLIC HEARING The Council of the City of Roanoke will consider a proposal to adjust the aggregate amount of its FY 2005-2006 annual budget in the following respects, in connection with appropriation of funds for its Capital Maintenance and Equipment Replacement Program (CMERP): ADOPTED RECOMMENDED FUND BUDGET INCREASE General Fund Civic Facilities Fund Risk Management Fund Technology Fund Fleet Management Fund Capital Project Fund $223,799,000 $5,799,374 $14,387,750 $6,371,472 $5,595,415 $912,514 $125,000 $167,730 $581,000 $412,000 $1,671,425 Pursuant to the requirements of §15.2-2507, Code of Virginia (1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a public hearing on the above matter on Monday, September 19, 2005, at 7:00 p.m., local time, or as soon thereafter as the matter may be heard, in the Council Chambers, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, SW, Roanoke, Virginia. For further information on these matters, you may contact the Office of the City Clerk at (540) 853-2541. All parties and interested citizens may appear on the above date and be heard on the matter. If you are a person who needs accommodations for this hearing, please contact the City Clerk's Office at (540) 853-2541 before 12:00 noon on Thursday, September 15, 2005. GIVEN under my hand this 11th day of September, 2005. Mary F. Parker, City Clerk. Please publish the attached as a display ad to appear for one day, Sunday, September 11, 2005. Send Publisher's Affidavit to: Mary F. Parker, City Clerk Room 456, Municipal Building 215 Church Avenue, SW Roanoke, VA 24011 Send bill to: Department of Management and Budget Room 354, Municipal Building 215 Church Avenue, SW Roanoke, Virginia 24011 Direct questions about this ad to: Amelia Merchant (540) 853-6805 (540) 853-2773 fax Amelia. Merchant@roanokeva.gov The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times .................................................. + ........................ MARY F. PARKER CITY OF ROANOKE CLERK'S OFFICE 215 CHURCH AVE SW RM 456 NOEL C. TAYLOR MUNICIPAL BLDG. ROANOKE VA 24011 REFERENCE: 32143302 07762316 City of Roanoke State of Virginia City of Roanoke I, (the undersigned) an authorized representative of the Times-World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City/County of Roanoke, Commonwealth/State of Virginia. Sworn and subscribed before me this ~ of 2005. Witness hand and day September my ~ffic~l seal. ___L~_~__~~o t a r Y_P~A~b 1 i c PUBLISHED ON: 09/11 TOTAL COST: 378.42 FILED ON: 09/16/05 .................................................. Billin9 Services ReprMsentative NOTICE OF PUBLIC HEARING BEFORE THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA, TO RECEIVE THE VIEWS OF CITIZENS REGARDING APPOINTMENT OF A SCHOOL BOARD TRUSTEE TO FILL THE UNEXPIRED TERM OF GLORIA P. MANNS, RESIGNED, ENDING JUNE 30, 2006 The Council of the City of Roanoke will hold a public hearing at its regular meeting on Monday, September 19, 2005, at 7:00 p.m., or as soon thereafter as the matter may be heard, in the Roanoke City Council Chamber, Fourth Floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., to receive the views of citizens regarding appointment of a School Board Trustee to fill the unexpired term of Gloria P. Manns, resigned, ending June 30, 2006. Applications for the vacancy will be received in the City Clerk's Office, Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., until 5:00 p.m., on Friday, September 16, 2005. If you are a person with a disability who needs accommodations for the public hearing, please contact the City Clerk's Office at 853-2541, by Thursday, September 15, 2005. Given under my hand this 7th day of September, 2005. Mary F. Parker City Clerk NOTE TO PUBLISHER: Publish in full once in The Roanoke Times on Friday, September 9, 2005 - - - BLOCK STYLE, (4" X 3") Send publisher's affidavit and bill to: Mary F. Parker, City Clerk Room 456, Noel (3. Taylor Municipal Building 215 Chumh Avenue, S. W. Roanoke, Virginia 24011 (540) 853-2541 Notice to Publisher: Publish in the Roanoke Tribune once on Thursday, September 15, 2005. Send bill and affidavit to: Mary F. Parker, City Clerk 215 Church Avenue, S. W. Roanoke, Virginia 24011 (540) 853-2541