On the agenda: Waynesboro meeting — colocation (Mar 23)

CITY OF WAYNESBORO, VIRGINIA
CITY COUNCIL BUSINESS
MEETING AGENDA

KENNY LEE, MAYOR, WARD C
LORIE JEAN AKANBI, VICE MAYOR, WARD A
TERRY SHORT, JR., COUNCIL MEMBER, WARD B
JIM WOOD., COUNCIL MEMBER, WARD D
JEREMY SLOAT, COUNCIL MEMBER, AT LARGE

TO BE HELD IN THE COUNCIL CHAMBERS,
CHARLES T. YANCEY MUNICIPAL BUILDING
AT 503 WEST MAIN STREET, WAYNESBORO, VIRGINIA
ON MONDAY, MARCH 23, 2026 BEGINNING AT 7:00 P.M.
AND AVAILABLE ON THE CITY'S YOUTUBE CHANNEL

1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED
STATES OF AMERICA
2. AGENDA ADOPTION
3. MATTERS FROM THE MAYOR
4. MATTERS FROM COUNCIL MEMBERS.
5. CONSENT AGENDA: (Any Item Placed On The Consent Agenda Shall Be Removed And
Considered As A Separate Matter, If So Requested By Any Member Of Council, Otherwise
All Items Will Be Voted On With One (1) Motion).
a. Consider adopting the minutes of the March 9, 2026 regular business meeting and
the March 13, 2026 budget work session.
b. Consider adopting a resolution allowing the Deputy City Manager to sign documents
in the absence of the City Manager.

Documents:
5a) 2026 0309.Minutes Draft.pdf
5a) 2026 0313.Budget WS Minutes Draft.pdf
5b) Deputy City Manager To Have Authority Of City Manager.pdf
6. HOLD A PUBLIC BID HEARING AND CONSIDER ADOPTING AN ORDINANCE GRANTING
A NON-EXCLUSIVE FRANCHISE TO VERIZON AND/OR OTHER BIDDER(S) TO

5a) 2026 0309.Minutes Draft.pdf
5a) 2026 0313.Budget WS Minutes Draft.pdf
5b) Deputy City Manager To Have Authority Of City Manager.pdf
6. HOLD A PUBLIC BID HEARING AND CONSIDER ADOPTING AN ORDINANCE GRANTING
A NON-EXCLUSIVE FRANCHISE TO VERIZON AND/OR OTHER BIDDER(S) TO
CONSTRUCT, INSTALL AND MAINTAIN SMALL CELL FACILITIES AND WIRELESS
FACILITIES THAT SUPPORT THE OPERATION OF SMALL CELL SMALL FACILITIES
INFRASTRUCTURE IN THE CITY’S RIGHTS OF WAY (THE “PROJECT”).
Documents:
6) Ordinance Verizon Franchise.pdf
6) Franchise Agreement.pdf
7. CONSIDER ADOPTING A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF A TAXABLE GENERAL OBLIGATION PUBLIC IMPROVEMENT REFUNDING BOND
NOT TO EXCEED $9,500,000.
Documents:
7) Briefing - Bond Resolution.pdf
7) Bond Resolution - Waynesboro - 2026 - Bond Resolution - 355030117-V4-C.pdf
7) Finance Agreement VRA VPFP Spring 2026 - Waynesboro Financing
Agreement (GO, Current Refunding)(218984812.1)-C.pdf
8. CONSIDER ADOPTING A RESOLUTION AUTHORIZING EXECUTION OF AN
AGREEMENT BETWEEN THE VIRGINIA DEPARTMENT OF HEALTH AND THE
WAYNESBORO CITY COUNCIL.
Documents:
8) Resolution VA Dept Of Health Agreement 2026.Pdf
8) Waynesboro FY26 LGA (1) - Signed.pdf
9. RECEIVE A PRESENTATION OF THE ADOPTED FISCAL YEAR 2027 WAYNESBORO
PUBLIC SCHOOLS BUDGET.
10. CORRESPONDENCE, COMMUNICATION, CALENDAR AND CITY MANAGER
COMMENTS
11. CITIZEN COMMENTS
12. CLOSED MEETING In Order To Consult With The City Attorney Regarding Specific Legal
Matters Relating To A State Agency’s Authority And Proposal That Requires The Provision
Of Legal Advice, As Authorized By Section 2.2-3711(A)(8) Of The Virginia Code.
13. ADJOURN
Upcoming Meetings (Held in Council Chambers, 503 W. Main Street, unless otherwise noted)
Monday, April 13, 2026 - 7:00 p.m. - Regular Business Meeting
Monday, April 27, 2026 - 7:00 p.m. - Regular Business Meeting
Citizens can also stream the meeting live via the City’s YouTube channel: Refer to the City’s facebook
page (facebook.com/CityofWaynesboro/) for current information and Council meeting notices.
The Waynesboro City Council encourages the participation of all City citizens. For those with special
needs, please notify the Clerk of Council (540 -942-6669) of any accommodations required at the
meeting at least three days prior to the meeting you wish to attend.
You may receive advance notifications for Council meeting agendas, minutes, and City department
information. From the home page, click on “Notify Me”, enter your email address and/or mobile phone

needs, please notify the Clerk of Council (540 -942-6669) of any accommodations required at the
meeting at least three days prior to the meeting you wish to attend.
You may receive advance notifications for Council meeting agendas, minutes, and City department
information. From the home page, click on “Notify Me”, enter your email address and/or mobile phone
number and select those items you want to receive advance notice. Then follow the instructions.

ITEM 5 (a)

Unapproved Draft

WAYNESBORO, VIRGINIA
CITY COUNCIL BUSINESS MEETING MINUTES

Council for the City of Waynesboro, Virginia held a Regular Business Meeting on Monday, March 9,
2026, at 7:00 p.m., in the Council Chambers of the Charles T. Yancey Municipal Building, 503 West
Main Street, Waynesboro, Virginia, with Mayor Lee presiding and calling the meeting to order.
PRESENT:

Council Members:

Kenny Lee, Mayor
Lorie Jean Akanbi, Vice Mayor
Terry Short, Jr., Council member
Jim Wood, Council member
Jeremy Sloat, Council member

City Staff:

Michael Hamp, City Manager
Todd Wood, Assistant City Manager – Operations
Cameron McCormick, Assistant City Manager–Finance
Julia Bortle, Clerk of the Council
Leslie Tate, Community Development Director
David Shaw, Police Chief

Counsel:

Melisa Michelsen, Esq., Litten & Sipe LLC

ABSENT:

None

The mayor opened the meeting and Council member Short led everyone in the Pledge of Allegiance to
the Flag of the United States of America.
MEETING AGENDA:
Council member Short moved to adopt the meeting agenda. Having been seconded and with no further
discussion, the agenda was adopted at a 5:0 vote:
Mayor Lee
Vice Mayor Akanbi

Aye
Aye

Council member Short
Council member Wood
Council member Sloat

Aye
Aye
Aye

**********
MATTERS FROM THE MAYOR
With no comments from the mayor, the meeting continued.
**********
MATTERS FROM THE COUNCIL MEMBERS
Council member Wood attended the Downtown Merchants Meeting on Friday and complimented the
job they do to promote the businesses in the downtown and throughout the city.
.**********

Regular Business Meeting
Monday, March 9, 2026
Unapproved Draft
CONSENT AGENDA
Council member Short moved to adopt the consent agenda as presented. Having been seconded and
with no further discussion, the consent agenda was adopted on a 5:0 vote:
Mayor Lee
Vice Mayor Akanbi
a.

Aye
Aye

Council member Short
Aye
Council member Wood
Aye
Council member Sloat
Aye
Consider adopting the minutes of the February 23, 2026 Regular Business meeting.
**********

NON-EXCLUSIVE FRANCHISE TO VERIZON AND/OR OTHER BIDDER(S) TO
CONSTRUCT, INSTALL AND MAINTAIN SMALL CELL FACILITIES AND WIRELESS
FACILITIES THAT SUPPORT THE OPERATION OF SMALL CELL SMALL FACILITIES
INFRASTRUCTURE IN THE CITY’S RIGHTS OF WAY (THE “PROJECT”)
Similar to the Franchise Agreements with Segra and Shentel, Verizon submitted a proposal for a fifteenyear franchise to install small cell facilities within the City’s right of way. In accordance with the
Virginia Code, the franchise was advertised and there will be an open bid meeting at the March 23
Council meeting.
Council member Wood moved to introduce the ordinance to APPROVE A NON-EXCLUSIVE FRANCHISE
AGREEMENT BETWEEN THE CITY OF WAYNESBORO, VIRGINIA AND ______. Having received a second,
the ordinance will be the subject of a public hearing and considered for adoption at the March 23, 2026
regular business meeting.
***********
RESOLUTION APPROVING THE SUBSTANTIAL AMENDMENTS TO THE FY2022,
FY2023, AND FY2024 ANNUAL ACTION PLANS FOR THE U.S. DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT (HUD) FOR THE COMMUNITY
DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
A public hearing was held on February 9, 2026 regarding the proposed amendments, and the
Community Development Director reviewed reallocation of a total of $67,237.87 to the Community
Development Block Grant Pedestrian Mobility Improvements Activity as identified in the FY2025
Annual Action Plan.
No public comments were made at the hearing. Council was asked to consider adopting the resolution.
With no further comments or questions from the Council, the resolution was adopted in a 5:0 vote:
Mayor Lee
Vice Mayor Akanbi

Aye
Aye

Council member Short
Council member Wood
Council member Sloat

Aye
Aye
Aye

RESOLUTION R26-09
APPROVING THE SUBSTANTIAL AMENDMENTS TO THE FY2022, FY2023, AND FY2024
ANNUAL ACTION PLANS FOR THE U.S. DEPARTMENT OF HOUSING AND URBAN
DEVELOPMENT (HUD) FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT
(CDBG) PROGRAM.
WHEREAS, under Title I of the Housing and Community Development Act of 1974, as
Amended, the Secretary of the U.S. Department of Housing and Urban Development is authorized to

2

Regular Business Meeting
Monday, March 9, 2026
Unapproved Draft
extend financial assistance to communities in the elimination or prevention of slums or urban blight, or
activities which will benefit low- and moderate-income persons, or other urgent community
development needs; and
WHEREAS, the City adopted FY2022, FY2023, and FY2024 Annual Action Plans to further
the objectives of the Community Development Block Grant Program; and
WHEREAS, a Substantial Amendment has been prepared to reallocate a total of $67,237.87 to
the CDBG pedestrian mobility improvements activity in the FY 2025 Annual Action Plan; and
WHEREAS, the reallocated funds include the transfer of $2,616.07 from a completed FY2022
CDBG administration project, $4,042 from a completed FY2023 WHRA Fairfax Hall
Renovation/Expansion property, $60,571.44 from a completed FY2023 public facility improvement,
and $8.37 from the completed FY2024 LIFEworks Project Rental and Utility Assistance activity; and
WHEREAS, the amended Annual Action Plans for FY2022, FY2023, and FY2024 were on
public display and the City held a Public Hearing on the amendments, and the comments of various
agencies, groups and citizens were taken into consideration in the preparation of the final documents.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WAYNESBORO, VIRGINIA, AS FOLLOWS:
SECTION
1.

That the Substantial Amendments to the FY2022, FY2023, and FY2024 Annual
Action Plans for the CDBG Program are approved upon certification by the City
Manager that all Citizen Participation Plan requirements have been met.

SECTION
2.

That the City Council is cognizant of the conditions that are imposed in the
undertaking and carrying out of community development, affordable housing and
emergency homeless activities with federal financial assistance, including those
relating to (a) the relocation of site occupants, (b) the prohibition of discrimination
because of race, color, age, religion, sex, disability, familial status, or national origin
and other assurances as set forth under the certifications.

SECTION
3.

That the City Manager, on behalf of the City of Waynesboro, is authorized to file the
Amended Annual Action Plans for FY2022, FY2023, and FY2024 and any
amendments thereof with the U.S. Department of Housing and Urban Development,
and is further authorized to act as an authorized representative of the City to sign any
and all documents in regard to these programs.

SECTION
4.

That the City Manager, on behalf of the City of Waynesboro, is hereby authorized to
provide assurances and/or certifications as required by the Housing and Community
Development Act of 1974, as Amended, the National Affordable Housing Act of 1990,
as Amended, and the Stewart B. McKinney Homeless Assistance Act, as Amended,
and also any supplemental or revised data which the U.S. Department of Housing and
Urban Development may request in connection with the review of this Application.

ATTEST: ______________________________
____________________________
Clerk, City Council
Mayor, City Council
**********

3

Regular Business Meeting
Monday, March 9, 2026
Unapproved Draft
PLANNING COMMISSION’S 2025 ANNUAL REPORT
The Community Development Director reviewed the Planning Commission’s 2025 Annual Report
highlighting their projects and accomplishments during the previous year, including zoning text
amendments, conditional use permits, preliminary plat approvals, development highlights, residential
building permits issued, and the Comprehensive Plan Update among others (attachment 48-28).
**********
COMMUNICATION,
COMMENTS

CORRESPONDENCE,

CALENDAR

AND

CITY

MANAGER

The City Manager provided information on the opioid abatement activities in Waynesboro and the
Staunton-Augusta-Waynesboro (SAW) Region. Waynesboro continues to work with Staunton and
Augusta County and issued a request for proposals last fall and received four submittals. A committee
of reviewers recommended funding Blue Ridge Legal Services and Strength in Peers. They are
developing grant application submittals to continue funding to those agencies.
**********
CITIZEN COMMENTS
John Benner, representing the Augusta County Office for the Virginia Cooperative Extension:
presented their program update. The Virginia Cooperative Extension helps provide research-based
educational programs for adults in nutrition, food safety, financial management and agriculture. They
also provide educational programs for youth in development including 4-H programs.
The following citizens spoke in opposition to amending the current school funding formula:
Christopher Williams
Kaitlin Krambach
Tony Maneval
Tom Pereless
Patrick Maneval

Darcie Martin
Perri Meldon
Roger Gonzalez
Adam Seipel
Andrea Jackson (left meeting prior to speaking)
**********

ADJOURN
Council member Wood moved to adjourn the meeting. Having been seconded and with no objections,
the meeting was adjourned at 8:24 p.m. on an affirmative 5:0 vote:
Mayor Lee
Vice Mayor Akanbi

Aye
Aye

____________________________________
Julia Bortle, MMC, Clerk of Council

Council member Short
Council member Wood
Council member Sloat
*******

4

Aye
Aye
Aye

_______________________________
Kenneth B. Lee, Sr., Mayor

ITEM 5 (a)

Unapproved Draft

WAYNESBORO, VIRGINIA
CITY COUNCIL BUDGET WORK SESSION MINUTES

Council sand staff for the City of Waynesboro, Virginia held a Budget Work Session on Friday, March
13, 2026, at 9:00 a.m., in the Council Chambers of the Charles T. Yancey Municipal Building, 503
West Main Street, Waynesboro, Virginia.
PRESENT:

Council Members:

Kenny Lee, Mayor
Lorie Jean Akanbi, Vice Mayor
Terry Short, Jr., Council member
Jim Wood, Council member
Jeremy Sloat, Council member

City Staff:

Michael Hamp, City Manager
Todd Wood, Assistant City Manager – Operations
Cameron McCormick, Assistant City Manager–Finance
Julia Bortle, Clerk of the Council
Leslie Tate, Community Development Director (until noon)
Trafford McRae, Public Works Director (until noon)
Chad Rambo, Public Works Assistant Director (until noon)
David Shaw, Police Chief (in at 1:00)
Gary Crtizer, Emergency Operations Director (in at noon)
Andrew Holloway, Fire Chief (in at 1:00)
Devon Cockrell, Human Resource Director (in at 1:00)
Susan Versen, Library Director (in at 1:00)
Greg Hitchin, Economic Development Director (in at 1:00)
Dwayne Jones, Parks and Rec Director (in at 1:00)

ABSENT:

None

The meeting began at 9:00 a.m. with the City Manager welcoming everyone and providing a brief
review of the agenda and how he sees the budget coming together for the 2026-2027 year.
PUBLIC WORKS
The Public Works Director made a presentation on the Public Works Department (attached).
provided a high-level overview of the departments in Public Works and the customer base.

It

The Public Works Assistant Director continued with the presentation highlighting the Streets Division,
paving requirements, traffic signals and bridges. A brief explanation of the traffic signal replacement
necessary at the Arch Avenue/Broad Street intersection was provided.
A brief break was taken and the work session continued at 10:35 a.m.
COMMUNITY DEVELOPMENT
The Community Development Director made a presentation regarding the Downtown, transportation
and housing (attached). Downtown included the General Wayne Hotel rehabilitation, private parking
partnership, downtown and city-wide incentives, and what constitutes the downtown area. Housing
included initiatives to go with what the community wants, affordable and attainable housing.

Regular Business Meeting
Monday, March 9, 2026
Unapproved Draft
A brief break was taken and the work session resumed at 11:28 a.m.
FINANCE DEPARTMENT
The Assistant City Manager-Finance reviewed the budget process and calendar (attached). It included
estimated revenue and expenditures, the tax rate and department supplemental requests by function.
The Vice Mayor asked for the supplemental request be broken down by cost, and Mr. McCormick
stated he will provide those to the Council members. Mayor Lee and Vice Mayor Akanbi asked if the
focus is on downtown, how it will help grow businesses outside of the downtown area. Council
member Wood spoke about redefining downtown or including other portions of the city into the
downtown area.
Mr. McCormick then provided an update on the Enterprise Fund and the Refuse Fund.
Lunch was and the work session resumed at 1:15 p.m.
HUMAN RESOURCES
The Human Resource Director made a presentation regarding staffing and the Comprehensive Plan
update (attached). He noted that vacancy rates decreased when the Council voted to increase hourly
rates.
ECONOMIC DEVELOPMENT
The Economic Development Director provided an insight into initiatives that do not get funded. He
also spoke about a data package that is available that enables cell phone data tracking and how users
move about through a community. Also noted was the possibility of painting the overpass coming into
the City.
LIBRARY
The Library Director reviewed the Library’s annual report for 2025 (attached). It included their mission
statement, resources, entertainment, and connecting people with information and each other.
PARKS AND RECREATION
The Parks and Recreation Director made a presentation highlighting the departments and facilities in the
city (attached). It included the pickleball and tennis courts available, events including Sunset Park
events, the city parks including open spaces and the new trails available in May.
PUBLIC SAFETY
Fire Department
The Fire Chief made a presentation (attached) highlighting the increase in qualified candidates for the
Fire Department, attributed to higher compensation. That has led to fewer units being taken out of
service caused by staffing shortages. He stated that in the upcoming budget, they would like three
additional fire personnel and additional apparatus.
Police Department
The Police Chief made a presentation (attached) highlighting the hiring of a police officer, statistics of
traffic crashes, DUI’s, parking enforcement, fatalities, etc. He also discussed upcoming staffing issues.

2

Regular Business Meeting
Monday, March 9, 2026
Unapproved Draft
Emergency Operations Center
The Emergency Operations Director made a presentation (attached) reviewing the Consolidated 911
Center (Police Fire EMS), staffing improvements, the 911 technology, EMS partnering with the First
Aid Crew, SAW Regional Radio system and emergency management.
Department presentations concluded at 3:50 p.m.
After a short break, the meeting resumed at 4:03 p.m.
CONCLUSION
The budget calendar was reviewed, including:
School budget to be presented at the March 23 council meeting
The recommended City Manager FY26-27 Budget presentation April 6
Council budget work session April 20
Introduction of budget April 27
Possible work session (if required) May 4
Adoption of FY26-27 Budget May 11
A brief discussion followed regarding tax rates and property values and department supplemental
requests.
The work session concluded at 4:37 p.m.

____________________________________
Julia Bortle, MMC, Clerk of Council

*******

3

_______________________________
Kenneth B. Lee, Sr., Mayor

ITEM 5 (b)
City Council of Waynesboro, Virginia

RESOLUTION (R26---)
AUTHORIZING DEPUTY CITY MANAGER TO ACT AS CITY MANAGER IN CITY
MANAGER’S ABSENCE
WHEREAS, a need may arise for an action requiring the City Manager’s authorization to occur during an
absence of the City Manager;
WHEREAS, a document may need to be executed by the Deputy City Manager during absence of the
City Manager;
WHEREAS, the Deputy City Manager has the experience and skill to act and perform all obligations and
duties of the City Manager in his absence;
WHEREAS, the City Council desires to authorize the Deputy City Manager to act as the City Manager in
the City Manager’s absence;
WHEREAS, the City Council desires to authorize the Deputy City Manager to execute any and all
necessary documents on behalf of the City Manager in his absence;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WAYNESBORO, VIRGINIA AS FOLLOWS:
The Waynesboro City Council hereby authorizes the Deputy City Manager to act as the City Manager in
the City Manager’s absence, with the authority to execute all necessary and reasonable documents.
Resolved this 23rd day of March, 2026.
CERTIFICATE
The undersigned Mayor and Clerk of the City Council of Waynesboro, Virginia hereby certify that the
foregoing constitutes a true and correct copy of a resolution entitled Resolution Authorizing the Deputy
City Manager to Act as City Manager in City Manager’s Absence, adopted by the City Council at a
meeting held on March 23, 2026.

[seal]
ATTEST:

_______________________________________ ______________________________
Clerk, City Council
Mayor, City Council
City of Waynesboro, Virginia
City of Waynesboro, Virginia

ITEM 6
ORDINANCE 2026-

ORDINANCE TO APPROVE A NON-EXCLUSIVE FRANCHISE AGREEMENT
BETWEEN THE CITY OF WAYNESBORO, VIRGINIA AND FIBER ASSETCO, LLC
WHEREAS, the City of Waynesboro, Virginia (the “City”) and Fiber AssetCo, LLC
(“Franchisee”) have negotiated a non-exclusive franchise that would permit Franchisee to install,
construct, improve, maintain, repair, replace, remove, and use small cell facilities and wireless
support structures and wireless facilities that support the operation of small cell facilities in the
City’s Rights-of-Way, subject to the terms and conditions of the Franchise Agreement dated March
23, 2026 (the “Agreement”), which is attached hereto and incorporated herein as Exhibit A;
WHEREAS, in accordance with Va. Code § 15.2-2101, the City advertised invitations to
bid and accepted bids concerning the subject matter of the Agreement and opened and read all
bids received in open session of the March 23, 2026 City Council meeting; and
WHEREAS, the City and Franchisee desire to enter into the Agreement.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Waynesboro,
Virginia, that:
1.
Franchisee is granted a franchise in accordance with the terms and conditions of
the Franchise Agreement as shown in Exhibit A, subject to any reasonable amendments thereto
deemed necessary by the City Attorney. The City Manager or designee is authorized and directed
to take all actions deemed reasonable and necessary, including, without limitation, executing the
Franchise Agreement, to effectuate the franchise and the purpose of this Ordinance.
2. This Ordinance will take effect immediately upon adoption.
INTRODUCED:
ADOPTED:
EFFECTIVE:

March 9, 2026 BY COUNCIL MEMBER JIM WOOD

CERTIFICATE
The undersigned Mayor and Clerk of the City Council of City of Waynesboro, Virginia hereby certify that
the foregoing constitutes a true and correct copy of an ordinance entitled “An Ordinance to Approve a
Non-Exclusive Franchise Agreement Between the City of Waynesboro, Virginia and Fiber AssetCo LLC”
adopted by the City Council at a meeting held on

[SEAL]
********
CLERK

MAYOR

Exhibit A
FRANCHISE AGREEMENT
Between the City of Waynesboro, Virginia,
And Fiber AssetCo LLC

FRANCHISE AGREEMENT
Between the City of Waynesboro, Virginia,
and Fiber AssetCo LLC
This Franchise Agreement (the “Franchise”), dated March 23, 2026, is made by and
between the City of Waynesboro, Virginia (the “City”), a municipal corporation and political
subdivision of the Commonwealth of Virginia, and Fiber AssetCo LLC (“Franchisee”), a Delaware
limited liability company authorized and licensed to do business in Virginia.
WHEREAS, Franchisee seeks to occupy the City’s Rights-of-Way (“ROW”) for the colocation, construction, installation, improvement, maintenance, repair, replacement, removal, and
use of (i) small cell facilities, and (ii) wireless support structures and wireless facilities that support
the operation of small cell small facilities, all as defined by Virginia Code §§ 56-1 and 56-484.26;
WHEREAS, approval from the City is required for Franchisee to use the ROW;
WHEREAS, the City has determined that it is in the public interest to grant to Franchisee
a non-exclusive franchise for the above-referenced purposes, subject to the terms and conditions
stated herein; and
WHEREAS, the City’s Council, after public notice and a hearing, has adopted an
Ordinance approving this Franchise and authorizing the City Manager to execute this Franchise.
NOW THEREFORE, the City and Franchisee agree as follows:
Article 1: Definitions
1.1

1.2

1.3
1.4

Definitions. Terms used in this Franchise that are defined in Chapter 70 of the City Code
shall have the meanings ascribed to them in that section. If not defined herein or in Chapter
70 of the City Code, terms used in this Franchise that are defined in Virginia Code §
15.2-2316.3 or in Virginia Code § 56-484.26 shall have the meanings ascribed to them in
the Virginia Code.
City’s Rights-of-Way. The City’s Rights-of-Way (“ROW”) are hereby defined as all
improved and unimproved streets, highways, roads, and alleys, including any sidewalks or
pedestrian paths adjacent thereto, but specifically excluding City parks and the City South
River Greenway.
Utility Facilities. Franchisee’s Fiber Network and Utility Poles placed in the Right-ofWay.
Fiber Network. The fiber-optic cable, manholes, handholes and related equipment to be
installed and operated by Franchisee in the Right-of-Way under this Agreement to provide
telecommunications services within the City.

1

1.5

Utility Pole. A pole or similar structure in the Right-of-Way owned by Franchisee or any
third party (but not City) that is or may be used, in whole or in part, for telecommunications,
cable or broadband services, or electric distribution.
Article 2: Grant of Access and Use

2.1

2.2

Grant. Subject to the terms of this Franchise, the City Code, and such guidelines,
conditions, or regulations as may be promulgated by the City from time to time, Franchisee
may construct, install, improve, maintain, repair, replace, remove, and use, Facilities within
the ROW for the purpose of providing Wireless Services and in strict accordance with plans
approved and permits granted by the City: (i) Small Cell Facilities, (ii) Wireless Facilities
that support the use of Small Cell Facilities, such as wires, cables, conduit, lines, power
supplies, and other equipment, and (iii) Wireless Support Structures that support Small Cell
Facilities (collectively, “Facilities”).
City-Owned Structures. Nothing in this Franchise allows Franchisee to install Facilities
on any City-owned structure, including without limitation, bridges, light poles, traffic
signals, buildings, flag poles, signs, and water towers, unless the City and Franchisee enter
into a separate agreement approving such installation. However, Franchisee will be
permitted to install Facilities on City-owned structures previously identified as required to
allow aerial installation of Facilities in the ROW.
Article 3: Jurisdiction and Police Powers

3.1

3.2

3.3

3.4

City’s Legal Right. Franchisee acknowledges, agrees, and accepts the legal right of the
City to grant this Franchise and to secure and impose the terms and conditions set forth
herein.
No Abridgement of Police Powers. Franchisee acknowledges, agrees, and accepts that
this Franchise is not intended to abridge, and shall not be construed as abridging, the lawful
exercise by the City of its generally applicable police powers existing as of the Effective
Date.
No Exemption from Taxes, Levies, Fees. Nothing contained in this Franchise shall be
construed as exempting Franchisee from any tax, levy, fee, or assessment which is now or
may be hereafter authorized by law, including without limitation any ROW permit,
application, or other similar fee lawfully adopted from time to time by the City, provided
that such tax, levy, fee, or assessment: (i) is not unlawfully discriminatory against
Franchisee; (ii) is in compliance with state or federal laws; (iii) is not an unlawful exercise
of the City’s general police powers; and (iv) does not negatively impact the Franchisee’s
contractual rights granted herein.
Reasonableness. This Franchise is not intended to, and does not, impose any restrictions
or requirements concerning the use of the ROW that are unfair, unreasonable, or
discriminatory compared to the City’s restrictions on and requirements of other franchised
users of the ROW. Franchisee has reviewed the City Code, guidelines, and regulations in
2

effect as of the date of this Franchise and agrees that the requirements stated therein are
not unfair, unreasonable, or discriminatory.
Article 4: Effective Date and Term
4.1
4.2

4.3

Effective Date. The effective date (the “Effective Date”) of this Franchise is the date set
forth on Page 1.
Term. The initial term (the “Initial Term”) of this Franchise is for a period of fifteen (15)
years from the Effective Date with three options for renewal for terms of five years each
(each, a “Renewal Term”), upon mutual agreement, unless sooner terminated as provided
herein or otherwise provided by law. Franchisee shall notify the City at least sixty (60)
days before the end of the Initial Term or any Renewal Term if it wishes to renew the
Franchise for an additional term.
Continued Use. During any time whatsoever that Franchisee continues to use the
Facilities, whether or not this Franchise has been terminated, Franchisee shall continue to
comply with all applicable provisions of this Franchise, including without limitation, all
compensation and other payment provisions, throughout the continued use.
Article 5: Franchise Non-Exclusive

5.1

5.2

5.3

5.4

Non-Exclusive. This Franchise shall not be construed as constituting any limitation upon
the right of the City to grant other persons or entities any rights, privileges, or authorities
of any nature whatsoever within the ROW, provided that such grant does not adversely
affect Franchisee’s existing Facilities except as may be expressly permitted herein or
Franchisee’s ability to comply with the terms and conditions of this Franchise.
Subordinate to City’s Rights. This Franchise is not a grant by the City of any fee simple
property interest and is made subject and subordinate to the prior and continuing right of the
City to use the Public Rights-of-Way as a street and for all other purposes including the laying,
installing, maintaining, repairing, protecting, replacing and removing roads, sidewalks,
sanitary sewers, water mains, storm drains, poles, and with right of ingress and egress, along,
over across and in said Rights-of-Way.
Compliance with Laws. The Franchisee shall comply with all lawful federal, state, and
local Laws. “Laws” means any and all laws, regulations, ordinances, resolutions, judicial
decisions, rules, permits and approvals generally applicable to the subject of this Franchise,
the location, co-location, construction, installation, and use of Wireless Facilities, the
City’s Rights-of-Way, and Franchisee’s activities, including without limitation, City’s
ordinances, rules and regulations.
Oversee, Inspection, Audit. The City has the right to oversee, regulate, and inspect any
such work in accordance with the provisions of this Franchise and the applicable Laws,
and to conduct compliance audits concerning Franchisee's compliance with the terms and
conditions of this Franchise at any time, provided that the City gives the Franchisee written
notice thirty (30) days in advance of the commencement of any such compliance audit,
3

5.5

and provided also that such an audit has not taken place within the previous twenty-four
(24) months. Franchisee agrees to provide those documents as may reasonably be requested
by and only those documents that are necessary for the City to perform such an audit. To
the extent permitted by law, the City shall treat such documents as proprietary information,
exempt from release or disclosure under the Virginia Freedom of Information Act, and
shall use such documents only for purposes of performing such audit.
Right to Issue Rules and Regulations Preserved. The City reserves the right to adopt or
issue such rules, regulations, orders, or other directives governing Franchisee or
Franchisee's Facilities as it shall find necessary or appropriate in the lawful exercise of its
generally applicable police powers, and such other lawful orders as the City shall find
necessary or appropriate relating to management of the ROW, provided such rules,
regulations, orders, or other directives governing Franchisee or Franchisee's Facilities are
nondiscriminatory as compared to other utility franchises and such rules, regulations,
orders, or other directives do not conflict with or negatively impact Franchisee’s
contractual rights granted herein. Franchisee does not waive and specifically retains the
right to challenge any such rules, regulations, orders, or other directives if the Franchisee
believes any rule, regulation, order, or other directive: (i) is not a lawful exercise of the
City’s generally applicable police powers; (ii) is not in compliance with state or federal
laws; (iii) negatively impacts the Franchisee’s contractual rights granted by this Franchise,
or (iv) is unlawfully discriminatory against the Franchisee.
Article 6: Use of Facilities

6.1

Purpose of Facilities. Franchisee may use the Facilities only to provide Wireless Services
and purposes incidental thereto. In the event that Franchisee desires to use the Facilities
for another purpose, Franchisee may apply for an amendment to this Franchise or for a
new franchise.
Article 7: Location, Installation, and Maintenance of Facilities

7.1

7.2

Location of Facilities. The Facilities shall only be at locations that are approved by the
City that are reasonably suitable and convenient for the purposes of both Franchisee and
the City, and in accordance with the City Code and any generally applicable guidelines
and regulations set forth in the City Code as of the Effective Date of this Franchise, which
approval shall not be unreasonably withheld, conditioned, or delayed.
Permitting Authority. Except where approval is within the exclusive jurisdiction of the
United States Federal Communications Commission, the Virginia State Corporation
Commission, or some governmental entity other than the City, review and approval of the
locations, designs, and appearances of Franchisee’s Facilities shall be undertaken by the
Department of Public Works, or such other Department as specified in the City Code or
regulations, which approval shall not be unreasonably withheld, conditioned, or delayed.

4

7.3

7.4

7.5

7.6

Permits Required; Application. Prior to performing any work within the ROW,
Franchisee shall submit an application for any permits required by the City Code. In
addition, Franchisee shall submit an application hereunder to the City Public Works
Director prior to installation of any Facilities, or any material alteration thereto, detailing
the location of the Facility to be installed or altered, and any other reasonable information
required by the City to confirm compliance with this Franchise and the City ordinances
and regulations.
Copies of Plans; Maps. Franchisee acknowledges that the City has an operational need to
see certain maps and engineering drawings of the facilities in the Public Rights-of-Way.
Franchisee agrees to cooperate and provide requested maps, plan, records, and engineering
drawings, including as-builts (collectively, the “Franchise Maps”), in response to a
reasonable need. Franchisee agree that the avoidance of physical conflicts with planned or
existing facilities in the Public Rights-of-Way and the efficiency and cost-reduction that
arise from the avoidance of such conflicts, constitute “reasonable need,” and that the City
has a reasonable need to have the Franchise Maps. Consequently, Franchisee agrees, at no
cost to the City, to provide the City copies of the Franchise Maps prepared by Franchisee
in the normal course of its business as follows: (i) within 30 days of completion of the any
and all new Facilities, and (ii) promptly, as needed to resolve issues identified by the City
in the course of reviewing permit applications submitted by the Franchisee. In the case of
Emergency, Franchisee agrees to make best efforts to provide the maps and drawings to
the City within seventy-two (72) hours. Additionally, upon the City’s request, Franchisee
shall provide to the City annually a map of its Facilities in the ROW. To the extent
permitted by law, the City shall treat such map as propriety information, exempt from
release or disclosure under the Virginia Freedom of Information Act, and shall use such
map only for purposes of planning and managing construction within and in the immediate
vicinity of the ROW.
Facilities to be Maintained in Good Working Order. Franchisee shall maintain its
Facilities in good working order and in a state of good repair, and in compliance with all
generally applicable building and other generally applicable regulatory codes. In
performing any work whatsoever within the ROW, Franchisee agrees to comply with the
City Code and the regulations set forth in the City Code as of the Effective Date of this
Franchise, provided such guidelines and regulations governing Franchisee or Franchisee's
Facilities are nondiscriminatory as compared to other utility franchises and are within the
generally applicable police powers of the City.
Inoperable Facilities. Facilities which have not been operational for a period of twelve
(12) months shall be deemed inoperable and removed at Franchisee’s sole cost. If
Franchisee has not removed, or made continuing, good faith efforts to remove, the
Facilities within 6 months of being inoperable, such Facilities shall be deemed abandoned
by the Franchisee, and the City may remove the abandoned Facilities without notice or
other obligation to Franchisee, with all of the City’s costs including, without limitation,
attorney’s fees, associated with the removal to be reimbursed by Franchisee.

5

7.7

7.8

7.9

Correction or Removal of Unsafe Facilities. If at any time a determination which is final
and non-appealable or which is affirmed and becomes final after the exhaustion of all
available appeals is made by an agency or authority of competent jurisdiction that a Facility
is harmful to the health, welfare, or safety of any person or property (“Unsafe”), Franchisee
shall, at its sole cost, remove such Facility or correct such conditions. If Franchisee has not
removed, or made continuing, good faith efforts to remove, the Facilities within 30 days of
being rendered Unsafe, the City may remove the Unsafe Facilities without notice or other
obligation to Franchisee, with all of the City’s costs including, without limitation,
attorney’s fees, associated with the removal to be reimbursed by Franchisee.
Emergencies. In cases of emergency, Franchisee may repair or secure Facilities without
first having obtained a permit, provided that Franchisee follows the procedures set forth in
the City’s Right-of-Way Permit Guidelines.
Alterations. Any substantial alteration of or change in location or appearance of any
Facility shall be treated as an application for a new Facility.
Article 8: Relocation and Undergrounding

8.1

Interference of Facilities and Relocation. Whenever the City, in its reasonable discretion,
determines that existing Facilities interfere or conflict with the use, operation, relocation,
improvement, repair, construction, or maintenance of present or future ROW, or Cityowned utilities, fixtures, or equipment (including but not limited to streets, sidewalks,
storm sewers, sanitary sewers, water mains, and street lights), or other public property of
the City, the City may require by written notification that the interfering Facilities of
Franchisee be removed or relocated. Within sixty (60) days after receipt of notification,
unless the City Manager for good cause extends such time or unless Franchisee requests a
negotiated interval due to the size/scope of the project, Franchisee shall begin to remove or
relocate the Facilities. Franchisee shall complete the removal or relocation within one
hundred and eighty (180) days after submitting its design plan and work schedule to the
City Manager, or designated City staff. Franchisee shall bear all costs of removal and
relocation and shall install any new or additional Facilities on a Like-for-Like or Better
basis; provided, however, that in the event that the City specifically requests that
Franchisee install Facilities that are more expensive than Like-for-Like Facilities, (i) the
City shall bear the cost of removal or relocation, but only by the amount by which the cost
of the more expensive Facilities exceeds the cost of Like-for-Like Facilities, (ii) the City
shall provide, at no cost to Franchisee, permits and alternative space in the ROW for such
relocation of Facilities, provided that (1) such alternative space need not be in the exact
same ROW but shall be in reasonable proximity to the previous location; and (2) such space
shall be reasonably economically and technologically feasible for the relocation of such
Facilities, and (iii) the City shall reimburse Franchisee for any such relocation expense
only if such reimbursement is required by Virginia or any other applicable law. If
Franchisee does not fully complete removal or relocation within three hundred and sixty
(360) days after receiving notification from the City, then the City may, after giving at
6

8.2

8.3

least thirty (30) days’ written notice to Franchisee, take such actions at Franchisee's actual
and reasonable expense as are necessary to affect such removal or relocation. In the event
the City removes or relocates any Facilities pursuant to this Section, the City shall not be
liable to Franchisee for any damages incurred by Franchisee that result from such removal
or relocation, unless such liability is due to the intentional willful misconduct of the City.
In addition, in the event the City removes or relocates any Facilities pursuant to this
Section, Franchisee shall indemnify the City for, and hold the City harmless from, any and
all third party losses, damages, judgments, liabilities, costs, and expenses to the extent
arising from or based upon the claims of third parties who allege personal injury, property
damage, or other loss to the extent caused, in whole or in part, by the removal or relocation;
provided, that Franchisee shall not be required to indemnify and hold the City harmless to
the extent that the loss incurred by a third party is caused by the City's negligence.
Lines and Conduit. Unless expressly authorized by the City, Franchisee shall place any
of its Facilities that are lines, conduit, or similar equipment underground in locations
serving new residential, commercial, and industrial developments or redevelopments.
When a redevelopment that is currently being serviced by aerial facilities is subsequently
required to be served by underground facilities, Franchisee may be reimbursed by the
developer for the difference in costs between aerial facilities and underground facilities. It
is understood that the City makes no guarantee of any public funds to defray the costs of
undergrounding. However, in the event funds do become available to defray the costs of
undergrounds, such funds shall be granted on a non-discriminatory basis to all Franchisees
providing similar services as set forth herein. Unless otherwise required by other provisions
of this Ordinance, and for the avoidance of any doubt, Franchisee shall be permitted to
place aerial lines, conduits or similar equipment, and to thereafter maintain, repair, replace,
upgrade, or increase in capacity such aerial lines, conduits or similar equipment, only in
areas that meet both of the following conditions: (i) are located outside of the boundaries
of any new developments or redevelopments and (ii) where similarly situated providers of
telecommunications services currently maintain reasonably comparable aerial facilities.
Undergrounding. To the extent technically feasible, Franchisee agrees to cooperate with
the City and other public utility companies in the City’s efforts to undertake on a systemic
basis the undergrounding of all public utility lines. If the City decides to undertake the
undergrounding of public utility lines in a particular block or area and constructs and
installs, at the City’s sole expense, the necessary conduits, ductways, and manholes for
undergrounding Franchisee’s overhead lines, to the extent Franchisee has deployed lines
overhead, Franchisee shall relocate its affected lines underground in such area. To the
extent Franchisee relocates lines underground, any and all conduits and ductways
necessary for such undergrounding may, and at the discretion of the City shall, be so
constructed as to provide for excess capacity for the installation of other utility lines, to the
extent that such construction does not interfere with the Facilities and provided that such
installation of other utility lines is not at Franchisee’s cost.

7

Article 9: Repair of Right of Way
9.1

9.2

9.3

9.4

9.5

9.6

Repair of Damage to ROW and Property. After any installation, removal, relocation,
construction, or maintenance of the Facilities, Franchisee shall, at its own cost, repair and
return the ROW to: (i) a minimum of the same or similar condition existing before such
installation, removal, relocation construction or maintenance; (ii) in a manner as may be
reasonably specified by the City, not to exceed the cost of returning it to a preexisting
condition; and (iii) to the reasonable satisfaction of the City. Franchisee shall be
responsible for any and all damage to the extent caused by Franchisee, Franchisee’s agents,
or any duly authorized person acting in furtherance of Franchisee’s exercise of the rights
granted under this Franchise, to City Street pavements, existing utilities, curbs, gutters,
and sidewalks. Franchisee shall repair, replace, and restore in kind, the damaged property
at Franchisee’s sole expense. This work shall be completed within sixty (60) days or within
a longer period of time if mutually agreed to by the parties.
Work to Be Performed in Safe Manner. The construction, installation, operation,
maintenance, removal, and use of the Facilities shall, except as otherwise specifically
provided herein, be accomplished without cost or expense to the City in such a safe,
thorough, and reliable manner, and in accordance with any applicable industry,
professional, state, and federally-mandated standards, so as not to endanger persons or
property, or unreasonably obstruct travel on any road, walk, or other access thereon within
the ROW.
Tree Trimming. In constructing or maintaining its Facilities within the ROW, Franchisee
shall perform all tree trimming and cutting in a safe and orderly manner and in accordance
with generally applicable Laws. Franchisee shall notify the City Arborist before
performing any tree trimming and cutting and all work shall be completed according to
specifications provided by the City Arborist. Franchisee shall be responsible for removing
all trimmings from the ROW upon completion. Notwithstanding the foregoing, in the case
of an emergency (with the term “emergency” defined as imminent threat to property or
person), Franchisee may trim the trees immediately and notify the City Arborist as soon as
possible thereafter. In the event that Franchisee’s Facilities are placed underground there
is no requirement for Franchisee to perform tree trimming.
Safety Precautions. Franchisee shall, at its own cost and expense, shall use best efforts to
prevent accidents at its work sites in, at, or on the City Rights-of-Way, including the placing
and maintenance of proper guards, fences, barricades, watchmen, and suitable and
sufficient lighting in accordance with federal and state law.
No Obstruction. Except in the case of an emergency, Franchisee shall not obstruct the
ROW or any other public property, or other traffic to, from, or within the corporate limits
of the City without having first obtained a permit from the City. In performing any work
whatsoever within the ROW, Franchisee shall not open or encumber more of any street,
alley, highway, or other public place than will be necessary to enable it to perform the work.
Emergency Actions by City. The City may, at any time, in case of fire, disaster, or other
emergency, as determined by the City in its sole reasonable discretion, cut or move
8

Facilities of Franchisee, in which event the City shall not incur any liability to Franchisee,
unless such liability is due to the negligence or willful misconduct of the City. The City
will make every reasonable effort to consult with Franchisee prior to any such cutting or
movement of Facilities, and, if reasonably possible, the Franchisee shall be given the
opportunity to perform such work itself. The City shall have the obligation to protect
Franchisee's Facilities to the maximum extent reasonable under the circumstances. Absent
the City's negligence or willful misconduct, all costs to repair or replace such Facilities
shall be borne by Franchisee.
Article 10: Insurance, Bonding, Indemnification
10.1

Insurance. Franchisee shall at all times maintain in full force and effect, at its own cost
and expense, during the Term, the insurance coverage by a company eligible to do business
in the Commonwealth of Virginia that meets or exceeds the following standards:
10.1.1 Commercial General Liability Insurance based on ISO form CG 00 01 or a substitute
form providing substantially equivalent coverage in the amount of three million
dollars for personal injury, death, or property damage per occurrence and in the
aggregate, which limit may be met by any combination of primary and excess or
umbrella insurance.
10.1.2 Automobile Liability Insurance in the amount of one million dollars per accident
combined single limit for bodily injury and property damage coverage.
10.1.3 Workers' Compensation Insurance meeting all legal requirements of the
Commonwealth of Virginia.
10.1.4 The City, its officers, boards, commissions, agents, and employees shall be included
as additional insureds under each of the insurance policies required by this Section
10.1 (other than Worker's Compensation). Within thirty days after approval of this
Franchise by Common Council but prior to the Manager's execution of the document,
Franchisee shall make available to the City a certificate of insurance evidencing the
required coverage, and upon verification of having received these documents, the City
Manager shall thereafter execute the Franchise and deliver a fully executed copy
thereof to Franchisee.
10.2 Surety Bond. Prior to commencement of any work under this Franchise, Franchisee shall
deposit with the City a surety bond naming the City as an obligee in the amount of One
Hundred Thousand dollars. Franchisee's obligation to maintain the surety bond shall
terminate thirty days following expiration of the Franchise. The City may draw against the
surety bond, up to its full-face amount, for any loss or damage caused by Franchisee to the
Public Rights-of-Way or any City-owned property (e.g., utilities) located therein, which
loss or damage has not been repaired by Franchisee as specified herein. In the event that
the City draws upon such bond, Franchisee shall replenish the bond to the amount specified
herein within 30 days. This bonding requirement is in addition to bonding requirements
for obtaining PROW construction permits.

9

10.3

10.4

Indemnification. Franchisee shall, at its sole cost and expense, indemnify and hold
harmless, the City and its officials, boards, commissions, agents, and employees from any
and all damages and costs, including but not limited to, the City’s reasonable attorney’s
fees, actually incurred arising out of this Franchise and/or by reason of any third party
claims, suits, causes of action, proceedings, and judgments for damages to the extent
arising out of the operation of Franchisee’s installation, removal, replacement, repair,
maintenance, and removal of the Facilities and provision of Telecommunication Services
under this Franchise, provided that Franchisee shall not be required to indemnify and hold
the City harmless to the extent that the loss incurred is caused by the City's negligence or
willful misconduct except as otherwise expressly provided herein. The indemnity set forth
in this Section is conditioned upon the City's giving Franchisee prompt notice of the
commencement or making of any suit or action covered by this Section such that
Franchisee has reasonable time to respond to such suit or action.
Limitation of Liability. Notwithstanding anything to the contrary contained in this
Franchise, the City shall not be liable to Franchisee for compensatory, special,
consequential, incidental, punitive, exemplary, or indirect damages suffered by Franchisee
or by any subscriber, customer, or purchaser of Franchisee. Except as otherwise expressly
provided herein, Franchisee shall not be liable to the City for compensatory, special,
consequential, incidental, punitive, exemplary, or indirect damages suffered by the City.
Article 11: Enforcement and Termination

11.1

11.2

Termination for Substantial Breach. In addition to all other rights and powers retained
by the City under this Franchise, the City reserves the right to terminate this Franchise and
all of the rights and powers of Franchisee in the event of a substantial breach of this
Franchise which remains uncured after all applicable notice, cure, and grace periods.
Notice and Opportunity to Cure. In the event that the City believes that a substantial
breach may have occurred, the City shall make a written demand that Franchisee comply
with the applicable provisions of this Franchise. Except in cases where immediate action
is required to protect the public, if the violation by Franchisee continues for a period of
ninety (90) days following Franchisee’s receipt of such written demand without proof that
corrective action has been taken or is being actively and expeditiously pursued, the City
may terminate any permit(s) for Facilities to which such substantial breach materially
relates, and may suspend Franchisee’s right to apply for new permits until such substantial
breach is cured.
Article 12: Fees

12.1

City Reserves Right to Amend Fees. The City reserves the right to implement and, from
time to time, amend reasonable fees relating to the, construction, installation, and use of
Facilities in the City’s rights-of-way provided that any amendment to such fees shall be
applied: (i) on a non-discriminatory basis; (ii) pursuant to the City’s general police powers;

10

(iii) in compliance with state or federal laws; and (iv) does not negatively impact the
Franchisee’s contractual rights granted by this Franchise.
Article 13: Miscellaneous
13.1

Notices. Notices pursuant to this Franchise shall be in writing, and shall be sent by certified
mail, return receipt requested, and addressed as follows:
If to the City:
CITY OF Waynesboro, VIRGINIA
503 W. Main St.
Waynesboro, VA 22980
Attn: Public Works Director
With a copy to:
Melisa Michelsen
Litten & Sipe
410 Neff Ave.
Harrisonburg, VA 220801
If to Franchisee:
Fiber AssetCo LLC
2000 Corporate Drive
Canonsburg, PA 15317
With a copy to:
Fiber AssetCo LLC
2000 Corporate Drive
Canonsburg, PA 15317
Attn: Contracts Management

13.2

Assignment. Notwithstanding any provision of this Franchise, Franchisee may not assign,
transfer, lease, or sell any of the rights and privileges granted hereunder without approval
of the City, which approval shall not be unreasonably withheld; provided, however, that
no consent need be obtained to assign, transfer, lease, or sell any rights and privileges
granted hereunder to any of Franchisee's financially viable parent, subsidiary, successor,
affiliate, or any party providing financing to Franchisee; provided, however, that no
assignment, transfer, lease, or sale shall be effective until the assignee, transferee, lessee,
or the purchaser, including an affiliate, has filed with the City a duly executed instrument
reciting the fact of such assignment, transfer, lease, or sale and accepting the terms of the
Franchise and agreeing to perform all of the conditions thereof.
11

13.3

13.4
13.5

13.6

13.7

13.8

Choice of Law. The parties agree that any disputes arising from this Franchise shall be
governed by federal law and the laws of the Commonwealth of Virginia. In the event that
either party brings legal action to interpret or enforce this Franchise, such action shall be
brought in the United States District Court for the Western District of Virginia located in
Harrisonburg, Virginia or the City of Waynesboro Circuit Court or General District Court,
as applicable. In the event that any legislative, regulatory, judicial, or other action affects
the rights or obligations of the parties, or establishes rates, terms or conditions for the
construction, operation, maintenance, repair or replacement of fiber-optic wireline
infrastructure in the PROW, that differ, in any material respect from the terms of this
Franchise (“New Law”), then either party may, upon thirty (30) days written notice, require
that the terms of this Franchise be renegotiated to conform to the New Law. Such
conformed terms shall then apply on a going forward basis for all existing and new fiberoptic wireline infrastructure, unless the New Law requires retroactive application, in which
case such new terms shall apply retroactively, as required by the New Law. In the event
that the parties are unable to agree upon new terms within 150 days after Notice, then the
provision contained in the New Law shall apply from the 150th day forward until the
negotiations are completed, or a party cancels or terminates this Agreement as permitted
by its terms, or a party obtains a ruling regarding the appropriate conforming terms from a
commission or court of competent jurisdiction.
Severability. In the event any of the provisions of this Franchise are determined to be
illegal or unenforceable, all other terms shall remain in full force and effect.
No Waiver. The failure of the City on one or more occasions to exercise a right or to require
compliance or performance under this Franchise or any other applicable law, or to require
performance under this Franchise, shall not be deemed to constitute a waiver of such right
or a waiver of compliance or performance by the City, nor shall it excuse Franchisee from
complying or performing, unless such right or such compliance or performance has been
specifically waived in writing. The failure of Franchisee on one or more occasions to
exercise a right under this Franchise or applicable law, or to require performance under this
Franchise, shall not be deemed to constitute a waiver of such right or of performance of this
Franchise, nor shall it excuse the City from performance, unless such right or performance
has been specifically waived in writing.
Construction of Franchise. The provisions of this Franchise shall be liberally construed
to effectuate their objectives. Should any change to state or federal law have the lawful
effect of materially altering the terms and conditions of this Franchise, then the parties shall
modify this Franchise to the mutual satisfaction of both parties to ameliorate the negative
effects on Franchise or the City, as applicable, of the material alteration.
Integration. This Franchise represents the entire understanding and agreement between
the City and Franchisee concerning the subject matter hereof and supersedes all prior oral
negotiations between the parties and can be amended only in writing.
City Costs. Within forty-five (45) days of Franchisee’s receipt of notice of approval of
this Franchise by the City Council, Franchisee shall pay to the City the actual and
reasonable documented costs incurred by the City of Waynesboro as reimbursement for
12

12.1

the City's administrative costs and legal fees in processing this Franchise. Such costs shall
include but are not limited to the costs of advertisement as required under § 15.2-2101 of
the Code of Virginia.
Force Majeure. Deadlines for completing work and providing notice under this Franchise
shall be suspended for a reasonable period due to: fire, explosion, pest damage, power
failures, strikes or labor disputes, acts of God, inclement weather, war, civil disturbances,
acts of civil or military authorities or the public enemy, inability to secure raw materials,
transportation facilities, fuel or energy shortages, or other causes reasonably beyond its
control, whether or not similar to the foregoing.

IN WITNESS WHEREOF, each of the parties has caused this Franchise to be duly
executed on its behalf as of the date first above written.
CITY OF WAYNESBORO,
a Virginia municipal corporation

FIBER ASSETCO LLC,
a Delaware limited liability company

By:______________________________
Michael G. Hamp, II, City Manager

By:__________________________________
Print Name: ___________________________
Title:_________________________________

Approved as to form:
___________________________
Melisa Michelsen, City Attorney
12

13

ITEM 7

Waynesboro City Council Agenda Briefing

Meeting Date:
Agenda Item #
Resolution#
Department:
Subject:

March 23, 2026
7

Staff/Council Member(s):
Cameron S. McCormick, C.P.A.
Assistant City Manager
City Manager’s Office and Finance Department
Refunding of 2015A VPFP GO Bonds

Background: City staff recommends refunding the 2015 bond issuances through a Tax Exempt, Virginia
Resource Authority Refunding. The bonds can be refinanced at an average coupon rate of 5.125%,
producing approximately $42,000 in savings, per year, across the General, Water, Sewer, and Stormwater
funds.
Preliminary Analysis of Bond Refunding
Outstanding Par, Callable Bonds
$8,375,000

Net Present Value (PV) Cash Flow Savings
Net PV Benefit (interest)
Average Annual Debt Service Savings

$513,043.9
6
5.625%
$42,000

City Manager’s Recommendation: The City Manager recommends that City Council adopt the
resolution.
Suggested Motion: I move to adopt the resolution refunding the 2015A VPFP GO Bonds.
Attachments:

Resolution
Bond Purchase Agreement

ITEM 7
RESOLUTION R26-

PROVIDING FOR THE ISSUANCE AND SALE OF A TAXABLE
GENERAL OBLIGATION PUBLIC IMPROVEMENT REFUNDING
BOND, SERIES 2026, OF THE CITY OF WAYNESBORO, VIRGINIA, IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,500,000,
PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF,
AND PROVIDING FOR THE REFUNDING OF THE CITY’S TAXABLE
GENERAL OBLIGATION PUBLIC IMPROVEMENT REFUNDING
BOND, SERIES 2015
WHEREAS, on May 28, 2015, the City of Waynesboro, Virginia (the “City”), issued its
$16,045,000 Taxable General Obligation Public Improvement Refunding Bond, Series 2015 (the
“Prior Bond”), and dated April 28, 2015;
WHEREAS, the Virginia Resources Authority (“VRA”) has informed the City that it may
achieve debt service savings by refunding the outstanding principal amount of the Prior Bond;
WHEREAS, the City desires to issue a refunding bond (the “Bond” as further described
in Section 3 herein) to refund the Prior Bond, subject to the terms and conditions herein, including
a condition that the refunding achieve an aggregate net present value debt service savings of not
less than 3.00% of the refunded par amount of the Prior Bond (the “Targeted Savings”);
WHEREAS, the City has requested that VRA purchase the Bond, and VRA has indicated
its willingness to purchase the Bond from the proceeds of one or more series of its Infrastructure
and State Moral Obligation Revenue Bonds (Virginia Pooled Financing Program) (collectively,
the “VRA Bonds”), in accordance with the terms of a Local Bond Sale and Financing Agreement
(the “Financing Agreement”), between VRA and the City, the form of which has been made
available in the papers for this meeting of the Council of the City (the “Council”);
WHEREAS, VRA has advised the City that VRA’s objective is to pay the City a purchase
price for the Bond (the “Purchase Price Objective”) that, in VRA’s judgment, reflects its market
value taking into consideration such factors as the Targeted Savings, the purchase price received
by VRA for the VRA Bonds, the issuance costs of the VRA Bonds (consisting of the underwriters’
discount and other costs incurred by VRA) and other market conditions relating to the sale of the
VRA Bonds; and
WHEREAS, the Financing Agreement will provide that the terms of the Bond may not
exceed the parameters set forth below in Section 3;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
WAYNESBORO, VIRGINIA:

1.
Issuance of Bond and Use of Proceeds. Pursuant to the Constitution and statutes
of the Commonwealth of Virginia (the “Commonwealth”), including the City Charter and the
Public Finance Act of 1991, there shall be issued and sold to VRA a taxable general obligation
public improvement refunding bond of the City to provide funds to refund the Prior Bond and to
pay the costs incurred in connection with such refunding and the issuance of the Bond. The Bond
shall be delivered to or upon the order of VRA upon VRA’s payment of the purchase price set
forth in the Financing Agreement. Subject to the determination by the City Manager (which term
for purposes of this Resolution shall include the Deputy City Manager) of what will be in the City’s
best interests, the Bond may be sold to VRA in connection with any sale date of the VRA Bonds
occurring prior to December 31, 2026.
2.
Authorization of Financing Agreement. The form of the Financing Agreement
submitted to this meeting is hereby approved. The City Manager is authorized to execute and
deliver the Financing Agreement in substantially such form, with such completions, omissions,
insertions and changes not inconsistent with this Resolution as may be approved by the City
Manager, whose approval shall be evidenced conclusively by the execution and delivery thereof.
The issuance and sale of the Bond to VRA shall be upon the terms and conditions set forth in the
Financing Agreement. The proceeds of the Bond shall be applied in the manner set forth in the
Financing Agreement. All capitalized terms used but not otherwise defined herein shall have the
same meanings as set forth in the Financing Agreement.
3.
Bond Details. The Bond shall be issued as a single, registered bond, shall be
designated “Taxable General Obligation Public Improvement Refunding Bond, Series 2026,” shall
be numbered R-1 and shall be dated the date that is 30 days prior to the closing date of the VRA
Bonds. The Council authorizes the issuance and sale of the Bond to VRA on such terms as shall
be determined by VRA subject to VRA’s Purchase Price Objective and market conditions
described in the Recitals hereof; provided, however, that the Bond shall be issued in an aggregate
principal amount not to exceed $9,500,000, shall have a “true” interest cost not to exceed 5.0%
(exclusive of “Supplemental Interest” as provided in the Financing Agreement), shall be payable
in principal installments ending not later than October 1, 2037, and that the refunding shall achieve
at least the Targeted Savings. Subject to the preceding terms, the Council further authorizes the
City Manager to accept the final terms presented by VRA, including (a) the final principal amount
of the Bond, (b) the amortization schedule (including the principal installment dates and amounts)
for the Bond, and (c) the optional and extraordinary redemption provisions, if any, of the Bond, all
in such manner as the City Manager shall determine to be in the best interests of the City.
As set forth in the Financing Agreement, the City agrees to pay such “Supplemental
Interest” and other charges as provided therein, including such amounts as may be necessary to
maintain or replenish the VRA Reserve. The principal of and premium, if any, and interest on the
Bond shall be payable in lawful money of the United States of America.
The actions of the City Manager in accepting the final terms of the Bond shall be
conclusive, and no further action shall be necessary on the part of the Council.
4.
Payment and Redemption Provisions of Bond. The principal of and premium, if
any, and interest on the Bond shall be payable as set forth in the Bond and the Financing

2

Agreement. The City may, at its option, redeem, prepay or refund the Bond upon the terms set
forth in the Financing Agreement.
5.
Execution and Form of Bond. The Bond shall be signed by the Mayor or Vice
Mayor, and the City’s seal shall be affixed thereon and attested by the Clerk or Deputy Clerk of
Council. The Bond shall be issued as a typewritten bond in substantially the form of Exhibit A
attached hereto, with such completions, omissions, insertions and changes not inconsistent with
this Resolution as may be approved by the officers signing the Bond, whose approval shall be
evidenced conclusively by the execution and delivery of the Bond.
6.
Pledge of Full Faith and Credit. The full faith and credit of the City are
irrevocably pledged for the payment of principal of and premium, if any, and interest on the Bond.
Unless other funds are lawfully available and appropriated for timely payment of the Bond, the
Council shall levy and collect an annual ad valorem tax, over and above all other taxes authorized
or limited by law and without limitation as to rate or amount, on all locally taxable property in the
City sufficient to pay when due the principal of and premium, if any, and interest on the Bond.
7.
Preparation of Printed Bond. The City shall initially issue the Bond in
typewritten form. Upon request of the registered owner and upon presentation of the Bond at the
office of the Registrar (as hereinafter defined), the City shall arrange to have prepared, executed
and delivered in exchange as soon as practicable the Bond in printed form in an aggregate principal
amount equal to the unpaid principal of the Bond in typewritten form, in denominations of $5,000
and multiples thereof (except that one Bond may be issued in an odd denomination of less than
$5,000), of the same form and maturity and registered in such names as requested by the registered
owners or their duly authorized attorneys or legal representatives. The printed Bond may be
executed by manual or facsimile signature of the Mayor or Vice Mayor, and the City’s seal is to
be affixed thereto and attested by the Clerk or Deputy Clerk of the Council; provided, however,
that if both such signatures are facsimiles, no Bond shall be valid until it has been authenticated by
the manual signature of the Registrar and the date of authentication noted thereon. The typewritten
Bond surrendered in any such exchange shall be canceled.
8.
Registration, Transfer and Owner of Bond. The Council appoints the City
Treasurer as paying agent and registrar (the “Registrar”) for the Bond. If deemed to be in the best
interests of the City, the Council may at any time appoint a qualified bank or trust company as
successor Registrar. Upon surrender of the Bond at the office of the Registrar, together with an
assignment duly executed by the registered owner or its duly authorized attorney or legal
representative in such form as shall be satisfactory to the Registrar, the City shall execute, and the
Registrar shall authenticate and deliver in exchange, a new Bond or Bonds having an equal
aggregate principal amount, of the same form and maturity, bearing interest at the same rate and
registered in such name as requested by the then registered owner or its duly authorized attorney
or legal representative. Any such exchange shall be at the expense of the City, except that the
Registrar may charge the person requesting such exchange the amount of any tax or other
governmental charge required to be paid with respect thereto.
The Registrar shall treat the registered owner as the person or entity exclusively entitled to
payment of principal of and premium, if any, and interest on the Bond and the exercise of all other
rights and powers of the owner, except that installments shall be paid to the person or entity shown

3

as owner on the registration books on the 15th day of the month preceding each interest payment
date.
9.
Mutilated, Lost or Destroyed Bond. If the Bond has been mutilated, lost or
destroyed, the City shall execute and deliver a new Bond of like date and tenor in exchange and
substitution for, and upon cancellation of, such mutilated Bond or in lieu of and in substitution for
such lost or destroyed Bond; provided, however, that the City shall so execute and deliver only if
the registered owner has paid the reasonable expenses and charges of the City in connection
therewith and, in the case of a lost or destroyed Bond, (a) has filed with the City evidence
satisfactory to the City that such Bond was lost or destroyed and (b) has furnished to the City
satisfactory indemnity.
10.
Preparation and Delivery of Bond. The officers of the City are authorized and
directed to take all proper steps to have the Bond prepared and executed in accordance with its
terms and to deliver it to VRA as the purchaser thereof upon receipt of the Purchase Price from
VRA as set forth in the Financing Agreement.
11.
Redemption of Prior Bond. The City Manager is authorized and directed to take
all proper steps to call for redemption the Prior Bond and to prepare and deliver any such notices
and correspondence necessary therefor.
12.
Tax Compliance Agreement. Such officers of the City as may be requested are
authorized and directed to execute and deliver a nonarbitrage certificate and tax compliance
agreement (the “Tax Compliance Agreement”) in a form not inconsistent with this Resolution as
may be approved by the officers of the City executing such document, whose approval shall be
evidenced conclusively by the execution and delivery thereof.
13.
Arbitrage Covenants. The City covenants that it shall not take or omit to take any
action the taking or omission of which will cause the VRA Bonds to be “arbitrage bonds” within
the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and regulations
issued pursuant thereto (the “Code”), or otherwise cause interest on the VRA Bonds to be
includable in the gross income for federal income tax purposes of the registered owners thereof
under existing law. Without limiting the generality of the foregoing, the City shall comply with
any provision of the Tax Compliance Agreement that may require the City at any time to rebate to
the United States any part of the earnings derived from the investment of the gross proceeds of the
Bond, unless VRA and the City receive an opinion of nationally recognized bond counsel that
compliance with any such covenant is not required to prevent interest on the VRA Bonds from
being included in the gross income for federal income tax purposes of the registered owners thereof
under existing law. The City shall pay any such required rebate from legally available funds.
14.
Private Activity Bond Covenant. The City covenants that it shall not permit the
proceeds of the Bond or the facilities refinanced therewith to be used in any manner that would
result in (a) 5% or more of such proceeds or facilities being used in any trade or business carried
on by any person other than a governmental unit, as provided in Section 141(b) of the Code, (b) 5%
or more of such proceeds or facilities being used with respect to any output facility (other than a
facility for the furnishing of water), within the meaning of Section 141(b)(4) of the Code, or (c) 5%
or more of such proceeds being used directly or indirectly to make or finance loans to any person

4

other than a governmental unit, as provided in Section 141(c) of the Code; provided, however,
that if VRA and the City receive an opinion of nationally recognized bond counsel that compliance
with any such covenant is not required to prevent the interest on the VRA Bonds from being
includable in the gross income for federal income tax purposes of the registered owners thereof
under existing law, the City need not comply with such covenant.
15.
Official Statement. The City authorizes and consents to the inclusion of
information with respect to the City contained in VRA’s Preliminary Official Statement and
VRA’s Official Statement in final form, both prepared in connection with the sale of the VRA
Bonds. The City Manager is authorized and directed to take whatever actions are necessary or
appropriate to aid VRA in ensuring compliance with Securities and Exchange Commission Rule
15c2-12.
16.
SNAP Investment Authorization. The Council has heretofore received and
reviewed the Information Statement describing the State Non-Arbitrage Program of the
Commonwealth (“SNAP”) and the Contract Creating the State Non-Arbitrage Program Pool I (the
“Contract”), and the Council has determined to authorize the City Treasurer to utilize SNAP in
connection with the investment of the proceeds of the Bond, if the City Manager, in consultation
with the City Treasurer, determines that the utilization of SNAP is in the best interests of the City.
The Council acknowledges the Treasury Board of the Commonwealth is not, and shall not be, in
any way liable to the City in connection with SNAP, except as otherwise provided in the Contract.
17.
Other Actions. All other actions of officers of the City in conformity with the
purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bond are
hereby ratified, approved and confirmed. The officers of the City are authorized and directed to
execute and deliver all certificates and instruments and to take all such further action as may be
considered necessary or desirable in connection with the issuance, sale and delivery of the Bond.
18.
Repeal of Conflicting Resolutions. All resolutions or parts of resolutions in
conflict herewith are repealed.
19.

Effective Date. This Resolution shall take effect immediately.

5

EXHIBIT A
[FORM OF BOND]
Interest on this bond is intended by the issuer thereof to be included in gross income
for federal income tax purposes.
REGISTERED

REGISTERED

R-1

_________, 2026
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
CITY OF WAYNESBORO
Taxable General Obligation Public Improvement Refunding Bond
Series 2026

The City of Waynesboro, Virginia (the “City”), a political subdivision of the
Commonwealth of Virginia (the “Commonwealth”), for value received, acknowledges itself in
debt and promises to pay to the Virginia Resources Authority, or its registered assigns or legal
representative (“VRA”), solely from the sources hereinafter described and pledged to the payment
of this bond the principal sum of _________________________ DOLLARS ($_________).
Principal of this bond shall be payable in annual installments in the amounts and on the dates set
forth in Schedule I attached hereto. Interest on this bond shall be payable on each __________ __
and __________ __, commencing _________ __, 20__, computed on the basis of a 360-day year
of twelve 30-day months at the rates set forth in Schedule I.
If any installment of principal of and interest on this bond is not paid to the registered owner
of this bond within five days after its due date, the City shall pay to VRA a late payment charge in
an amount equal to five percent (5%) of the overdue installment.
Subject to the provisions of the Local Bond Sale and Financing Agreement dated as of
_________ __, 2026 (the “Financing Agreement”), between VRA and the City, so long as this
bond is held by or for the account of VRA or its registered assigns or legal representative, interest
is payable by (i) check or draft mailed to the registered owner of this bond at the address that
appears on the 15th day of the month preceding each interest payment date on the registration
books kept by the City Treasurer, who has been appointed registrar and paying agent, or any
successor bank or trust company (the “Registrar”), or (ii) wire transfer pursuant to the most recent
wire instructions received by the Registrar from such registered owner, except that the final
payment is payable upon presentation and surrender of this bond at the office of the Registrar.
Principal of and premium, if any, and interest on this bond shall be payable in lawful money of the
United States of America. In case the payment date on this bond shall not be a Business Day (as
defined below), then payment of principal, premium, if any, and interest need not be made on such
date, but may be made on the next succeeding Business Day, and, if made on such next succeeding
Business Day, no additional interest shall accrue for the period after such payment date. “Business

A-1

Day” means any Monday, Tuesday, Wednesday, Thursday or Friday on which commercial
banking institutions generally are open for business in New York and Virginia.
This bond has been authorized by a resolution adopted by the Council of the City on
______, 2026 (the “Resolution”), and is issued pursuant to the Constitution and statutes of the
Commonwealth, including the City Charter and the Public Finance Act of 1991, the Resolution
and the Financing Agreement. Proceeds of this bond will be used to provide funds to (a) refund
the City’s outstanding Taxable General Obligation Public Improvement Refunding Bond, Series
2015 (the “Refunded Bond”), and (b) to pay issuance and financing costs incurred in issuing this
bond and refunding the Refunded Bond.
The full faith and credit of the City are irrevocably pledged for the payment of principal of
and premium, if any, and interest on this bond. Unless other funds are lawfully available and
appropriated for timely payment of this bond, the Council shall levy and collect an annual ad
valorem tax, over and above all other taxes authorized or limited by law and without limitation as
to rate or amount, on all taxable property within the City sufficient to pay when due the principal
of and premium, if any, and interest on this bond.
If any failure of the City to pay all or any portion of any required payment of the principal
of or premium, if any, or interest on this bond results in a withdrawal from any VRA Reserve (as
defined in the Financing Agreement), the interest rates applicable to this bond shall be increased
to interest rates sufficient to reimburse the VRA Reserve for any foregone investment earnings
and/or pay any interest, fees or penalties assessed as a result of the drawing on the VRA Reserve.
The increment of interest payable pursuant to the increase in rates shall be referred to as
“Supplemental Interest.” The term “interest” as used in this bond shall include Supplemental
Interest, when and if payable. The City’s obligation to pay Supplemental Interest shall commence
on the date of VRA’s withdrawal of funds from the VRA Reserve occasioned by the City’s failure
to pay a required payment or portion thereof as described above (the “Supplemental Interest
Commencement Date”). The City’s obligation to pay Supplemental Interest shall terminate on the
date on which the City remedies such failure to pay by making all payments required but
outstanding since the date of such failure to pay (the “Supplemental Interest Termination Date”).
From the Supplemental Interest Commencement Date to the Supplemental Interest Termination
Date, Supplemental Interest shall be due and payable on the regularly scheduled interest payment
dates provided for in this bond. As soon as reasonably possible after the Supplemental Interest
Commencement Date and before the next regularly scheduled interest payment date provided for
in this bond, VRA shall deliver to the City a certificate as to the increase in interest rates and the
amount of Supplemental Interest. The certificate shall set forth in reasonable detail the basis for
the increase in interest rates and the manner of calculation of the increase and the amount of
Supplemental Interest. Such certificate shall be conclusive (absent manifest error) as to the interest
rate increase and amount of Supplemental Interest set forth therein. In determining the interest
rate increase and the amount of Supplemental Interest, VRA may use any reasonable averaging
and attribution methods.
This bond may be redeemed, prepaid or refunded at the option of the City upon the terms
set forth in the Financing Agreement.

A-2

This bond is issuable as a fully registered bond. Upon surrender of this bond at the
Registrar’s office, together with an assignment duly executed by the registered owner or such
owner’s duly authorized attorney or legal representative in such form as shall be satisfactory to the
Registrar, the City shall execute, and the Registrar shall authenticate and deliver in exchange, a
new bond or bonds in the manner and subject to the limitations and conditions provided in the
Resolution, having an equal aggregate principal amount, in authorized denominations, of the same
series, form and maturity, bearing interest at the same rate and in the same manner, and registered
in such names as requested by the then registered owner of this bond or such owner’s duly
authorized attorney or legal representative. Any such exchange shall be at the City’s expense,
except that the Registrar may charge the person requesting such exchange the amount of any tax
or other governmental charge required to be paid with respect to it.
The Registrar shall treat the registered owner of this bond as the person exclusively entitled
to payment of principal of and premium, if any, and interest on this bond and the exercise of all
other rights and powers of the owner, except that interest payments shall be made to the person
shown as the owner on the registration books on the 15th day of the month preceding each interest
payment date.
All acts, conditions and things required by the Constitution and statutes of the
Commonwealth to happen, exist or be performed precedent to and in the issuance of this bond
have happened, exist and have been performed, and this bond, together with all other indebtedness
of the City, is within every debt and other limitation prescribed by the Constitution and statutes of
the Commonwealth of Virginia.
.
[Remainder of page intentionally left blank.]

A-3

IN WITNESS WHEREOF, the City of Waynesboro, Virginia, has caused this bond to be
signed by its [Vice] Mayor, its seal to be affixed hereto and attested by the Clerk of Council, and
this bond to be dated the date first above written.
(SEAL)

________________________________________
[Vice] Mayor, City of Waynesboro, Virginia

(ATTEST)
_________________________________
Clerk of Council,
City of Waynesboro, Virginia

A-4

ASSIGNMENT
FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please print or type name and address, including postal zip code, of Transferee)

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE:
______________________________________________
:
:
:
:
:
:
the within bond and all rights thereunder, hereby irrevocably constituting and appointing
_______________________________________________________________________,
Attorney, to transfer said bond on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated: ________________
Signature Guaranteed
___________________________________
NOTICE: Signature(s) must be guaranteed
by an Eligible Guarantor Institution such
as a Commercial Bank, Trust Company,
Securities Broker/Dealer, Credit Union
or Savings Association who is a member
of a medallion program approved by The
Securities Transfer Association, Inc.

_______________________________
(Signature of Registered Owner)
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 enlargement or any
change whatsoever.

A-5

SCHEDULE I TO
CITY OF WAYNESBORO, VIRGINIA
TAXABLE GENERAL OBLIGATION PUBLIC IMPROVEMENT REFUNDING BOND
SERIES 2026
Principal
Installment
Number

Principal
Installment
Amount

Principal
Installment
Due Date

[to be completed after pricing of VRA Bonds]

A-6

Interest
Rate

General Obligation
Current Refunding
LOCAL BOND SALE AND FINANCING AGREEMENT
between
VIRGINIA RESOURCES AUTHORITY
and
CITY OF WAYNESBORO, VIRGINIA

Dated March 20, 2026
Virginia Resources Authority
Infrastructure and State Moral Obligation Revenue Bonds
(Virginia Pooled Financing Program)
Series 2026

65188073_5

Execution Version

TABLE OF CONTENTS
Page
Page
ARTICLE I
DEFINITIONS
Section 1.1

Definitions ............................................................................................................ 1

Section 1.2

Rules of Construction ........................................................................................... 4
ARTICLE II
REPRESENTATIONS

Section 2.1

Representations by VRA ...................................................................................... 5

Section 2.2

Representations by Local Government .................................................................5

Section 2.3

Representations Remade as of the Sale Date ........................................................7
ARTICLE III
PURCHASE OF THE LOCAL BOND

Section 3.1

Purchase of the Local Bond .................................................................................. 8

Section 3.2

Issuance Expenses .................................................................................................9

Section 3.3

Schedule 1.1. .........................................................................................................9

Section 3.4

Conditions Precedent to Purchase of the Local Bond ...........................................9
ARTICLE IV
USE OF PURCHASE PRICE

Section 4.1

Deposit of Purchase Price; Investment of Amounts in Local Account .............. 10

Section 4.2

Agreement to Accomplish Project ...................................................................... 10

Section 4.3

Disbursement of Purchase Price and Earnings ................................................... 11

Section 4.4

No Sufficiency Warranty by VRA; Local Government Required to
Complete Project .................................................................................................11

Section 4.5

Disclaimer of Warranty ...................................................................................... 11
ARTICLE V
PLEDGE

Section 5.1

Pledge ..................................................................................................................12
ARTICLE VI
PAYMENT AND REDEMPTION OF LOCAL BOND

-i-

TABLE OF CONTENTS (cont.)
Page
Section 6.1

Payment of Local Bond and Related Amounts ...................................................12

Section 6.2

Defeasance and Redemption of Local Bond .......................................................13

Section 6.3

Payments and Rights Assigned ...........................................................................14

Section 6.4

Obligations Absolute and Unconditional ............................................................14
ARTICLE VII

OPERATION AND USE OF RELATED FINANCED PROPERTY
Section 7.1

Maintenance ........................................................................................................15

Section 7.2

Additions and Modifications .............................................................................. 15

Section 7.3

Permits ................................................................................................................ 15

Section 7.4

Use ...................................................................................................................... 15

Section 7.5

Inspection and Local Government’s Books and Records ................................... 15

Section 7.6

Ownership ........................................................................................................... 16
ARTICLE VIII
INSURANCE, DAMAGE AND DESTRUCTION

Section 8.1

Insurance ............................................................................................................. 16

Section 8.2

Requirements of Policies .................................................................................... 16

Section 8.3

Notice of Damage, Destruction or Condemnation ..............................................17

Section 8.4

Damage and Destruction .....................................................................................17

Section 8.5

Condemnation and Loss of Title .........................................................................17
ARTICLE IX
SPECIAL COVENANTS

Section 9.1

Tax Covenants .................................................................................................... 17

Section 9.2

Maintenance of Existence ................................................................................... 18

Section 9.3

Financial Records and Statements ...................................................................... 18

Section 9.4

Certification as to No Default and Tax Compliance ...........................................18

Section 9.5

Further Assurances ............................................................................................. 18

Section 9.6

Assignment by Local Government ..................................................................... 18

Section 9.7

Continuing Disclosure ........................................................................................ 19

Section 9.8

Other Indebtedness ............................................................................................. 22

-ii-

TABLE OF CONTENTS (cont.)
Page
Section 9.9

Litigation; Material Change ................................................................................22
ARTICLE X
DEFAULTS AND REMEDIES

Section 10.1

Events of Default ................................................................................................ 22

Section 10.2

Acceleration ........................................................................................................ 23

Section 10.3

Other Remedies ...................................................................................................23

Section 10.4

Delay and Waiver ............................................................................................... 23
ARTICLE XI
MISCELLANEOUS

Section 11.1

State Aid Intercept .............................................................................................. 24

Section 11.2

Successors and Assigns ...................................................................................... 24

Section 11.3

Amendments ....................................................................................................... 24

Section 11.4

Limitation of Local Government’s Liability ...................................................... 24

Section 11.5

Applicable Law ...................................................................................................24

Section 11.6

Severability ......................................................................................................... 24

Section 11.7

Notices ................................................................................................................ 24

Section 11.8

Right to Cure Default ..........................................................................................25

Section 11.9

Term of Agreement .............................................................................................25

Section 11.10 Assurance Regarding Tax Status ........................................................................ 25
Section 11.11 Counterparts ........................................................................................................25
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H

Form of Local Bond
Description of the Project
Pending or Threatened Actions, Suits, Proceedings, or Investigations
Form of Requisition
Operating Data
Form of Opinion of Counsel to the Local Government
Form of Certification as to No Default and Tax Compliance
Description of Special Use Arrangements

Schedule 1.1 Final Terms

-iii-

LOCAL BOND SALE AND FINANCING AGREEMENT
This LOCAL BOND SALE AND FINANCING AGREEMENT is dated March 20,
2026, and is between the VIRGINIA RESOURCES AUTHORITY, a public body corporate
and a political subdivision of the Commonwealth of Virginia (“VRA”), and the CITY OF
WAYNESBORO, VIRGINIA, a municipal corporation of the Commonwealth of Virginia (the
“Local Government”).
A.
VRA intends to issue its Related Series of VRA Bonds, as hereinafter defined,
and to use a portion of the proceeds thereof to acquire from the Local Government the Local
Bond, as hereinafter defined.
B.
VRA and the Local Government wish to set forth herein certain terms, conditions
and provisions related to the purchase of the Local Bond, the application of the proceeds thereof,
the payment of the debt service thereon and the security therefor, and the use and maintenance of
the Related Financed Property, as hereinafter defined.
NOW, THEREFORE, VRA and the Local Government agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Each capitalized term contained in this Agreement has the
meaning set forth below:
“2015 Local Bond” means the Local Government’s $16,045,000 Taxable General
Obligation Public Improvement Refunding Bond, Series 2015, dated April 28, 2015, and issued
May 28, 2015.
“2015A VRA Bonds” means VRA’s Infrastructure and State Moral Obligation Revenue
Bonds (Virginia Pooled Financing Program), Series 2015A (Tax-Exempt).
“2026A Acquisition Fund” has the meaning set forth in the Related Supplemental Series
Indenture.
“Act” means the Virginia Resources Authority Act, Chapter 21, Title 62.1 of the Code of
Virginia of 1950, as amended.
“Agreement” means this Local Bond Sale and Financing Agreement dated the date first
written above, between VRA and the Local Government, as modified, altered, amended or
supplemented in accordance with the terms hereof.
“Business Day” means any day on which commercial banking institutions are generally
open for business in New York, New York and Richmond, Virginia.
“Call Date” means [June 16], 2026.

“Closing Date” means May 12, 2026, or such other date as may be determined by VRA.
“Effective Date” means March 20, 2026.
“Escrow Agreement” means the Escrow Agreement dated the Closing Date between
VRA and U.S. Bank Trust Company, National Association, as escrow agent related to the 2015A
VRA Bonds.
“Event of Default” has the meaning set forth in Section 10.1.
“Financing Parameters” means the parameters established by the governing body of the
Local Government regarding the terms and conditions of the Local Bond, which may include a
maximum par amount, maximum “true” interest cost or targeted savings.
“Fiscal Year” means the 12-month period beginning July 1 of one year and ending on
June 30 of the following year, or if the Local Government has established another 12-month
period as its annual accounting period such other 12-month period.
“Government Obligations” means direct obligations of, or obligations the payment of
the principal of and interest on which is unconditionally guaranteed by, the United States of
America.
“Local Account” means the local account established for the Local Bond within the
2026A Acquisition Fund.
“Local Authorization” means the resolution adopted on March [23], 2026, by a majority
of the members of the governing body of the Local Government approving (i) the transactions
contemplated by and authorizing the execution and delivery of the Local Bond Documents and
(ii) the execution, issuance and sale of the Local Bond subject to the Financing Parameters.
“Local Bond” means the Local Government’s Taxable General Obligation Public
Improvement Refunding Bond, Series 2026, issued in the original principal amount set forth in
Schedule 1.1, as such bond may be amended or modified.
“Local Bond Documents” means this Agreement and the Local Tax Document.
“Local Government” means the City of Waynesboro, Virginia.
“Local Representative” means (i) the chair or vice chair of the governing body of the
Local Government, (ii) the chief executive officer of the Local Government and (iii) any other
official or employee of the Local Government authorized by resolution of the governing body of
the Local Government to perform the act or sign the document in question.
“Local Tax Document” means the Nonarbitrage Certificate and Tax Compliance
Agreement dated the Closing Date, between the Local Government and VRA, as modified,
altered, amended and supplemented.

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“Master Indenture” means the Master Indenture of Trust dated as of December 1, 2003,
between VRA and the Trustee, as modified, altered, amended and supplemented in accordance
with its terms.
“Proceeds Requested” means an amount equal to (i) an amount necessary to provide for
the escrow funds related to the Refunded 2015A VRA Bonds, subject to the Financing
Parameters, and (ii) the amount requested by the Local Government for related costs of issuance,
or such other amount requested in writing by the Local Government and approved by VRA prior
to the Sale Date.
“Project” means the project described in Exhibit B.
“Project Budget” means the budget for the Project set forth in Schedule 1.1.
“Project Costs” means the costs of the Project to the extent such costs are included in
the definition of “cost” set forth in Section 62.1-199 of the Act, and includes the refunding of
obligations of VRA or the Local Government issued to finance or refinance “costs” set forth in
Section 62.1-199 of the Act.
“Purchase Price” has the meaning set forth in Schedule 1.1 and represents the amount
received by the Local Government from the sale of the Local Bond to VRA. The Purchase Price
of the Local Bond will be determined by adding to or subtracting from the par amount of the
Local Bond the Local Government’s share of the net original issue premium or discount on the
Related Series of VRA Bonds and by subtracting from the par amount of the Local Bond the
Local Government’s share of VRA’s expenses as set forth in Section 3.2 and the Local
Government’s share of the deposit on the Closing Date to any applicable VRA Reserve. It is
acknowledged that the Purchase Price does not include any accrued interest on the Local Bond
from its dated date to the Closing Date.
“Qualified Independent Consultant” means an independent professional consultant
having the skill and experience necessary to provide the particular certificate, report or approval
required by the provision of this Agreement in which such requirement appears and an
independent certified public accountant or firm of independent certified public accountants;
provided, however, all Qualified Independent Consultants are subject to the reasonable approval
of VRA.
“Refunded 2015A VRA Bonds” means the portion of the 2015A VRA Bonds allocated
to the 2015 Local Bond to be refunded as agreed to in writing by the Local Government and
VRA prior to the Sale Date.
“Registrar” means the officer or employee of the Local Government designated under
the Local Authorization to maintain the registration books for the Local Bond.
“Related Financed Property” means the land, building, equipment and other property,
the acquisition, construction, renovation, or equipping of which was refinanced by the Local
Bond as part of the Project.

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“Related Portion of VRA Bonds” means the portion of the Related Series of VRA
Bonds allocable to the Local Bond (as determined by VRA), including any bonds issued by VRA
to refund such Related Series of VRA Bonds in whole or in part.
“Related Series of VRA Bonds” means the Virginia Resources Authority Infrastructure
and State Moral Obligation Revenue Bonds (Virginia Pooled Financing Program), Series 2026A
(or such other series of Infrastructure and State Moral Obligation Revenue Bonds (Virginia
Pooled Financing Program) that is specified in Schedule 1.1, in the original aggregate principal
amount set forth in Schedule 1.1, and, unless the Local Government receives notice to the
contrary from VRA, any bonds issued by VRA to refund the Related Series of VRA Bonds in
whole or in part.
“Related Supplemental Series Indenture” means the Sixty-Third Supplemental Series
Indenture of Trust dated as of May 1, 2026, between VRA and the Trustee, as modified, altered,
amended and supplemented in accordance with its terms and those of the Master Indenture.
“Revenue Fund” has the meaning set forth in the Master Indenture.
“Sale Date” means April 28, 2026, or such other date specified in Schedule 1.1.
“Supplemental Interest” has the meaning set forth in Section 6.1.
“Trustee” means U.S. Bank Trust Company, National Association, Richmond, Virginia,
as trustee under the Master Indenture and the Related Supplemental Series Indenture, or its
successors serving in such capacity.
“Verification Agent” means a firm or individual engaged by VRA to provide the
Verification Report.
“Verification Report” means the report of the Verification Agent.
“Virginia SNAP” means the Commonwealth of Virginia State Non-Arbitrage Program.
“VRA” means the Virginia Resources Authority, a public body corporate and a political
subdivision of the Commonwealth of Virginia.
“VRA Bonds” means the Related Series of VRA Bonds and any additional bonds issued
under the Master Indenture.
“VRA Reserve” means any one or more of the Capital Reserve Fund, the Infrastructure
Debt Service Reserve Fund, the Operating Reserve Fund, a CRF Credit Facility or an
Infrastructure Revenue DSRF Facility, each as defined in the Master Indenture.
Section 1.2 Rules of Construction. The following rules apply to the construction of
this Agreement unless the context requires otherwise:

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(a)

Singular words connote the plural number as well as the singular and vice

versa.
(b)
Words importing the redemption or calling for redemption of the Local
Bond do not refer to or connote the payment of the Local Bond at its stated maturity.
(c)
All references in this Agreement to particular Articles, Sections or
Exhibits are references to Articles, Sections or Exhibits of this Agreement unless otherwise
indicated.
(d)
The headings and table of contents as used in this Agreement are solely
for convenience of reference and do not constitute a part of this Agreement and do not affect its
meaning, construction or effect.
ARTICLE II
REPRESENTATIONS
Section 2.1
follows:

Representations by VRA. VRA represents to the Local Government as

(a)
VRA is a duly created and validly existing public body corporate and
political subdivision of the Commonwealth of Virginia vested with the rights and powers
conferred upon it under the Act.
(b)
VRA has full right, power and authority to (i) issue, sell and deliver the
Related Series of VRA Bonds, (ii) direct the Trustee to use a portion of the proceeds of the
Related Series of VRA Bonds to purchase the Local Bond from the Local Government as
contemplated under the Related Supplemental Series Indenture and this Agreement and
(iii) carry out and consummate all other transactions contemplated by this Agreement.
(c)
VRA has duly authorized, executed and delivered this Agreement, and this
Agreement constitutes a legal, valid and binding obligation of VRA enforceable against VRA in
accordance with its terms.
Section 2.2 Representations by Local Government.
represents to VRA as of the Effective Date as follows:

The Local Government

(a)
The Local Government is a duly created and validly existing Virginia
“local government” (as defined in Section 62.1-199 of the Act) and is vested with the rights and
powers conferred upon it by Virginia law.
(b)
The Local Government has full right, power and authority to (i) adopt the
Local Authorization and execute and deliver the Local Bond Documents and all related
documents, (ii) issue and sell the Local Bond to VRA and deliver the Local Bond to the Trustee,
(iii) own and operate the Related Financed Property, (iv) undertake the Project and (v) carry out

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and consummate all of the transactions contemplated by the Local Authorization, the Local Bond
and the Local Bond Documents.
(c)
The Local Authorization authorized the execution and delivery of this
Agreement, and this Agreement is in substantially the same form as presented to the Local
Government’s governing body at its meeting at which the Local Authorization was adopted. The
Local Authorization was filed in the Circuit Court of the City of Waynesboro, Virginia, on
__________, 2026.
(d)
The Local Government has obtained all governmental permits, licenses,
registrations, certificates, authorizations and approvals required to have been obtained as of the
Effective Date for the Local Government’s (i) adoption of the Local Authorization, (ii) execution
and delivery of the Local Bond Documents and the Local Bond, (iii) performance of its
obligations under the Local Bond Documents and the Local Bond, (iv) undertaking of the
Project and (v) operation and use of the Related Financed Property. The Local Government
knows of no reason why any such required governmental permits, licenses, registrations,
certificates, authorizations or approvals not required to be obtained by the Effective Date cannot
be obtained as required in the future.
(e)
The Local Government has executed and delivered this Agreement, and
this Agreement constitutes a legal, valid and binding obligation of the Local Government
enforceable against the Local Government in accordance with its terms.
(f)
When executed and delivered in accordance with the Local Authorization
and this Agreement, the Local Bond will have been executed and delivered by duly authorized
officials of the Local Government and will constitute a legal, valid and binding general
obligation of the Local Government enforceable against the Local Government in accordance
with its terms.
(g)
The issuance of the Local Bond and the execution and delivery of the
Local Bond Documents and the performance by the Local Government of its obligations
thereunder are within the powers of the Local Government and will not conflict with, or
constitute a breach or result in a violation of, (i) to the best of the Local Government’s
knowledge, any federal or Virginia constitutional or statutory provision, including the Local
Government’s charter or articles of incorporation, if any, (ii) any agreement or other instrument
to which the Local Government is a party or by which it is bound or (iii) any order, rule,
regulation, decree or ordinance of any court, government or governmental authority having
jurisdiction over the Local Government or its property.
(h)
The Local Government is not in default in the payment of the principal of
or interest on any of its indebtedness for borrowed money and is not in default under any
instrument under and subject to which any indebtedness for borrowed money has been incurred.
No event or condition has happened or existed, or is happening or existing, under the provisions
of any such instrument, including but not limited to this Agreement, which constitutes, or which,
with notice or lapse of time, or both, would constitute an event of default thereunder.

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(i)
The Local Government (i) to the best of the Local Government’s
knowledge, is not in violation of any existing law, rule or regulation applicable to it in any way
that would have a material adverse effect on its financial condition or its ability to perform its
obligations under the Local Bond or the Local Bond Documents and (ii) is not in default under
any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or
other agreement, instrument or restriction of any kind to which the Local Government is a party
or by which it is bound or to which any of its assets is subject that would have a material adverse
effect on its financial condition or its ability to perform its obligations under the Local Bond and
the Local Bond Documents. The Local Government’s execution and delivery of the Local Bond
and the Local Bond Documents and its compliance with the terms and conditions thereof will not
conflict with or result in a breach of or constitute a default under any of the foregoing.
(j)
The Local Government reasonably expects that, unless otherwise
permitted by the terms of the Local Bond Documents or approved by VRA, the Local
Government will own, operate and control the Related Financed Property at all times during the
term of the Local Bond.
(k)
Except as set forth in Exhibit C, no litigation has been served upon the
Local Government, nor, to the best of the Local Government’s knowledge, are there pending or
threatened against the Local Government, any actions, suits, proceedings or investigations of a
legal, equitable, regulatory, administrative or legislative nature (i) affecting the creation,
organization or existence of the Local Government or the title of its officers to their respective
offices, (ii) seeking to prohibit, restrain or enjoin the approval, execution, delivery or
performance of the Local Authorization or the Local Bond Documents or the issuance or
delivery of the Local Bond, (iii) in any way contesting or affecting the validity or enforceability
of the Local Bond, the Local Authorization, the Local Bond Documents or any agreement or
instrument relating to any of the foregoing, (iv) in which a judgment, order or resolution may
have a material adverse effect on the Local Government or its business, assets, condition
(financial or otherwise), operations or prospects or on its ability to perform its obligations under
the Local Authorization, the Local Bond Documents or the Local Bond or (v) affecting the
Project.
(l)
The financial statements, applications and other information that the Local
Government furnished to VRA in connection with this Agreement fairly and accurately portray
the Local Government’s financial condition as of their dates, and there has been no material
adverse change in the financial condition of the Local Government since the date of the financial
statements provided to VRA in connection with this Agreement.
(m)
Nothing that would constitute an Event of Default hereunder has occurred
and is continuing, and no event or condition exists that with the passage of time or the giving of
notice, or both, would constitute an Event of Default hereunder.
Section 2.3 Representations Remade as of the Sale Date. It shall be a condition
precedent of VRA’s obligation to sell the Related Series of VRA Bonds that the Local
Government’s representations and warranties set forth in Section 2.2 be true and accurate in all

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respects on and as of the Sale Date. For the avoidance of doubt, all references to the Effective
Date in Section 2.2 shall be deemed to refer to the Sale Date for purposes of this Section 2.3.
(a)
If prior to the Sale Date, any representation or warranty set forth in
Section 2.2 becomes untrue or inaccurate, then the Local Government shall notify VRA within
one Business Day of becoming aware of such facts, and VRA, in its sole and absolute discretion,
shall determine whether to sell VRA Bonds on behalf of the Local Government, which series of
VRA Bonds (if any) to sell on behalf of the Local Government and any additional conditions
precedent to the sale of such VRA Bonds or the purchase of the Local Bond.
ARTICLE III
PURCHASE OF THE LOCAL BOND
Section 3.1 Purchase of the Local Bond. Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth or incorporated herein,
VRA shall purchase, solely from the proceeds of the Related Series of VRA Bonds, all, but not
less than all, of the Local Bond from the Local Government, and the Local Government shall,
subject to the Financing Parameters, sell and deliver to VRA the Local Bond for the Purchase
Price. The Local Government acknowledges that the Purchase Price is determined by VRA, is
subject to VRA’s Purchase Price Objective (as defined below) and market conditions as
described below, and is expected to be substantially equal to the Proceeds Requested. The Local
Government shall issue the Local Bond pursuant to the Local Authorization and in substantially
the form of Exhibit A to this Agreement. As a condition of VRA entering into this Agreement,
the Local Government shall deliver to VRA a copy of the Local Authorization as adopted prior
to the date hereof.
(a)
The Local Government acknowledges that VRA has advised the Local
Government that its objective is to pay the Local Government the Purchase Price for its Local
Bond which in VRA’s judgment reflects the market value of the Local Bond (“Purchase Price
Objective”), taking into consideration the Financing Parameters, the purchase price received by
VRA for the Related Series of VRA Bonds, the underwriters’ discount and other issuance costs
of the Related Series of VRA Bonds and other market conditions relating to the sale of the
Related Series of VRA Bonds. The Local Government further acknowledges that VRA has
advised it that such factors may result in the Local Bond having a value other than par and that in
order to receive an amount of proceeds that is substantially equal to the Proceeds Requested, the
Local Government may need to issue the Local Bond with a par amount that is greater or less
than the Proceeds Requested. The Local Government shall not issue the Local Bond if doing so
would violate any Financing Parameter. Subject to the preceding sentence, the Local
Government shall issue the Local Bond at a par amount that provides, to the fullest extent
practicable given VRA’s Purchase Price Objective, a Purchase Price at least equal to the
Proceeds Requested, all in accordance with the Local Authorization. The Local Government
acknowledges that the Purchase Price will be less than the Proceeds Requested if any Financing
Parameter prevents VRA from generating a Purchase Price substantially equal to the Proceeds
Requested, based upon VRA’s Purchase Price Objective.

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Section 3.2 Issuance Expenses. VRA shall pay, or cause to be paid, from the
proceeds of the Related Series of VRA Bonds all expenses incident to the performance of VRA’s
obligations under and the fulfillment of the conditions imposed by this Agreement in connection
with the issuance, sale and delivery of the Related Series of VRA Bonds and the purchase of the
Local Bond on the Closing Date, including, but not limited to: (i) the cost, if any, of preparing
and delivering the Related Series of VRA Bonds; (ii) the cost of preparing, printing and
delivering the Preliminary Official Statement and the Official Statement for the Related Series of
VRA Bonds and any amendment or supplement thereto; (iii) the fees and expenses of the
financial advisor(s) and bond counsel to VRA; and (iv) all other costs and expenses incurred by
VRA. The Local Government shall pay all expenses of the Local Government incident to the
issuance, sale and delivery of the Local Bond, including, but not limited to the fees and
disbursements of the financial advisor, counsel and bond counsel to the Local Government, from
the Purchase Price or other funds of the Local Government.
Section 3.3 Schedule 1.1. VRA shall complete Schedule 1.1, which shall set forth,
among other things, the principal amount, interest rates, payment schedule and Purchase Price
with respect to the Local Bond and the principal amount of the Related Series of VRA Bonds on
or after the Sale Date. VRA shall deliver the completed Schedule 1.1 to the Local Government
and shall attach Schedule 1.1 to this Agreement. Upon delivery to the Local Government, the
completed Schedule 1.1 shall become a part of this Agreement the same as if it were a part
hereof on the Effective Date.
Section 3.4 Conditions Precedent to Purchase of the Local Bond. VRA shall not
be required to cause the Trustee to purchase the Local Bond unless:
(a)

VRA has received the following, all in form and substance satisfactory to

VRA:
(1)
Certified copies of the Local Authorization and all other
ordinances and resolutions of the Local Government relating to the Local Bond
Documents and the Local Bond, if any.
(2)
A certificate of the appropriate officials of the Local Government
dated the Closing Date as to the matters set forth in Section 2.2 and Section 2.3 (to the
extent applicable), including appropriate certifications regarding the Local Bond
Documents, and such other matters as VRA may reasonably require.
(3)
Evidence that the Local Government has performed and satisfied
all of the terms and conditions contained in this Agreement to be performed and satisfied
by it as of such date.
(4)
An opinion of counsel to the Local Government in substantially the
form attached as Exhibit F.
(5)
An opinion of bond counsel to the Local Government in form and
substance reasonably satisfactory to VRA.

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(6)
Evidence that the Local Government has complied with the
insurance provisions set forth in Section 8.1 and Section 8.2.
(7)
The executed Local Bond and original executed counterparts of the
Local Tax Document.
(8)
A copy of a Verification Report that verifies the sufficiency of the
funds deposited under the Escrow Agreement to pay the principal of and premium, if any,
and interest on the Refunded 2015A VRA Bonds to and including the applicable Call
Date.
(9)
A certificate completed and executed by the Clerk or Secretary or
other comparable officer of the Local Government, substantially in the form attached
hereto as Exhibit I, completed to the satisfaction of VRA.
(10) Such other documentation, certificates and opinions as VRA may
reasonably require as set forth in Schedule 1.1.
(b)
The initial purchasers of the Related Series of VRA Bonds have paid in
full and VRA has accepted the purchase price for the Related Series of VRA Bonds on the
Closing Date. It is understood that the sole source of funds to pay the Purchase Price is a portion
of the proceeds of the Related Series of VRA Bonds.
ARTICLE IV
USE OF PURCHASE PRICE
Section 4.1 Deposit of Purchase Price; Investment of Amounts in Local Account.
On the Closing Date, VRA shall cause the Trustee to deposit the Purchase Price into the Local
Account and to apply the Purchase Price and the earnings thereon as set forth in the Related
Supplemental Series Indenture, this Agreement and the Local Tax Document.
(a)
The Local Government acknowledges and consents to the investment of
the Purchase Price and the earnings thereon allocable to pay the Local Government’s related
costs of issuance, if any in Virginia SNAP.
Section 4.2 Agreement to Accomplish Project.
The Local Government shall
undertake the Project as described in Exhibit B and in accordance with the Project Budget. The
Local Government shall maintain complete and accurate books and records of the Project Costs
and permit VRA or the Trustee through their representatives to inspect such books and records at
any reasonable time.
(a)
The Local Government shall cause the deposit under the Escrow
Agreement of a portion of the proceeds of the Local Bond in an amount sufficient when invested
to pay the principal of and premium, if any, and accrued interest on the Refunded 2015A VRA
Bonds to and including the applicable Call Date as verified in the Verification Report.

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(b)
If amounts to pay related costs of issuance are deposited in the Local
Account and all related costs of issuance have been paid and there remain in the Local Account
amounts that will not be necessary to pay Project Costs, the Trustee shall apply any remaining
balance at the written direction of the Local Government for previously-paid interest on the
Local Bond or in such other manner that is permitted under the Act; provided that VRA shall be
reasonably assured that such application will not have an adverse effect on the tax status of the
Related Series of VRA Bonds.
Section 4.3 Disbursement of Purchase Price and Earnings. Except as provided in
Section 4.2(c), the Local Government shall apply the amounts in the Local Account solely and
exclusively to the payment or reimbursement of the Local Government for the Project Costs.
Not more frequently than once per calendar month, the Trustee shall disburse amounts from the
Local Account to the Local Government or as directed by the Local Government upon the
Trustee’s receipt of the following:
(a)
A requisition (upon which the Trustee and VRA shall be entitled to rely)
signed by a Local Representative and containing all information called for by, and otherwise
being in the form of, Exhibit D (including the Schedules thereto).
(b)
Receipts, vouchers, statements, bills of sale or other evidence of payment
of the related Project Costs.
Following VRA’s approval of each such requisition and accompanying invoice(s) and
certificate(s), which approval will not unreasonably be withheld, the Trustee shall pay the
requisition from the Local Account directly to the Local Government in accordance with the
instructions in such requisition.
The Local Government agrees that any amounts disbursed to it or for its account
from the Local Account pursuant to this Section 4.3 will be (i) immediately applied to
reimburse the Local Government for Project Costs it has already paid or (ii) actually spent
to pay Project Costs not later than five banking days after receipt.
Notwithstanding anything in this Agreement to the contrary, VRA may direct the
Trustee to pay from the Local Account any reasonably calculated rebate amount and/or
yield reduction liability to be paid with respect to the Related Series of VRA Bonds, as
calculated by a rebate calculation service selected by VRA.
Section 4.4 No Sufficiency Warranty by VRA; Local Government Required to
Complete Project. VRA makes no warranty, either express or implied, that the Purchase Price
will be sufficient to pay all or any particular portion of the Project Costs.
Section 4.5 Disclaimer of Warranty. The Project is being undertaken at the Local
Government’s request and by the Local Government. VRA MAKES NO REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
MERCHANTABILITY, CONDITION OR FITNESS OF THE PROJECT OR OF THE
RELATED FINANCED PROPERTY FOR THE LOCAL GOVERNMENT’S PURPOSES.

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ARTICLE V
PLEDGE
Section 5.1 Pledge. Under the Local Authorization, the Local Government has
pledged its full faith and credit to payment of the principal of and premium, if any, and interest
on the Local Bond. The Local Government covenants that this pledge shall be valid and binding
from and after the Closing Date. The Local Government shall, unless other funds are lawfully
available and appropriated for timely payment of the Local Bond, levy an annual tax upon all
property subject to local taxation in its jurisdiction sufficient to pay the principal of and
premium, if any, and interest on the Local Bond. Notwithstanding anything herein to the
contrary, all of the obligations for the payment of money set forth in this Agreement (with the
exception of principal of and premium, if any, and interest on the Local Bond) shall be payable
only from legally available funds.
ARTICLE VI
PAYMENT AND REDEMPTION OF LOCAL BOND
Section 6.1 Payment of Local Bond and Related Amounts. Until the principal of
and premium, if any, and interest on the Local Bond and all other amounts payable under this
Agreement have been paid in full, the Local Government shall pay the Trustee or VRA, as
applicable, the following amounts:
(1)
to the Trustee, the amounts required by the Local Bond on such
dates and in such manner as provided for in the Local Bond – the term “interest,” as used
in the Local Bond and this Agreement, includes Supplemental Interest, when and if
payable;
(2)
to the Trustee, on VRA’s demand, any amounts payable under the
Local Tax Document, including without limitation the costs of any rebate calculation
agent;
(3)
to VRA, on its demand, a late payment penalty in an amount equal
to 5.0% of the payment on the Local Bond not paid within five days after its due date;
(4)
to the Trustee, the Local Government’s share (as determined by
VRA) of the annual fees and expenses of the Trustee, less the Local Government’s share
of the net earnings on the Revenue Fund, Infrastructure Revenue Debt Service Fund and
Moral Obligation Debt Service Fund established under the Master Indenture (as
determined by VRA), and the Local Government shall pay such amounts no later than 15
days after VRA or the Trustee sends to the Local Government a written bill for them; and
(5)
to VRA, to the extent permitted by law, the reasonable costs and
expenses, including reasonable attorneys’ fees, if any, incurred by VRA in connection
with (i) an Event of Default or default by the Local Government under this Agreement,
(ii) any amendment to or discretionary action that VRA undertakes at the request of the
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Local Government under this Agreement, any other document related to the Related
Series of VRA Bonds or the Local Bond or (iii) any claim, lawsuit or other challenge to
the Local Bond, the VRA Bonds or this Agreement that arises, at least in part, out of the
Local Government’s authorization of its issuance of the Local Bond, and the Local
Government shall pay such amounts no later than 15 days after VRA or the Trustee sends
to the Local Government a written bill for them.
(c)
If any failure of the Local Government to pay all or any portion of any
required payment of the principal of or premium, if any, or interest on the Local Bond results in a
withdrawal from or a drawing on any VRA Reserve, the interest rates applicable to the Local
Bond shall be increased to interest rates sufficient to reimburse the VRA Reserve for any
foregone investment earnings on the funds withdrawn therefrom and pay any interest, fees or
penalties assessed as a result of the withdrawal from or drawing on the VRA Reserve. The
increment of interest payable pursuant to the increase in rates shall be referred to as
“Supplemental Interest.” The Local Government’s obligation to pay Supplemental Interest shall
commence on the date of the withdrawal or drawing of funds from the VRA Reserve occasioned
by the Local Government’s failure to pay a required payment or portion thereof as described
above (the “Supplemental Interest Commencement Date”). The Local Government’s obligation
to pay Supplemental Interest shall terminate on the date on which the Local Government makes
all payments required but outstanding since the date of the initial failure to pay (the
“Supplemental Interest Termination Date”). From the Supplemental Interest Commencement
Date to the Supplemental Interest Termination Date, Supplemental Interest shall be due and
payable on the regularly scheduled interest payment dates provided for in the Local Bond. As
soon as reasonably possible after the Supplemental Interest Commencement Date and before the
next regularly scheduled interest payment date provided for in the Local Bond, VRA shall
deliver to the Local Government a certificate as to the increase in interest rates and the amount of
Supplemental Interest. The certificate shall set forth in reasonable detail the basis for the
increase in interest rates and the manner of calculation of the increase and the amount of
Supplemental Interest. Such certificate shall be conclusive (absent manifest error) as to the
interest rate increase and amount of Supplemental Interest set forth therein. In determining the
interest rate increase and the amount of Supplemental Interest, VRA may use any reasonable
averaging and attribution methods.
(d)
The Local Government shall pay the amounts described above and make
payments as scheduled under the Local Bond without any credit for any amount being withdrawn
from or drawn on a VRA Reserve pursuant to the Master Indenture.
Section 6.2 Defeasance and Redemption of Local Bond. The Local Government
shall not defease or redeem the Local Bond (in whole or in part), except as provided in this
Section 6.2.
(a)
The Local Government shall satisfy the following conditions prior to the
defeasance and redemption of the Local Bond:
(1)
The Local Government shall provide to VRA not less than 60
days’ prior written notice of the deposit of the funds described in (2), (3) and (4) below.

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(2)
The Local Government shall deposit with the Trustee an amount
sufficient for VRA to establish an escrow of cash and non-callable, non-prepayable
Government Obligations the principal of and interest on which will be sufficient (without
reinvestment) to cause the defeasance under Article XII of the Master Indenture of the
portion of the Related Portion of VRA Bonds corresponding to the portion of the Local
Bond to be defeased or prepaid (the “Allocated Portion”). The defeasance of the
Allocated Portion may be either to maturity or an earlier redemption date as determined
by the Local Government.
(3)
The Local Government shall deposit with VRA cash in an amount
sufficient, as determined by VRA, to pay for a verification report required for the
defeasance of the Allocated Portion under Article XII of the Master Indenture, any costs
incurred by VRA in connection with the redemption, refunding and defeasance of the
Allocated Portion, all amounts overdue or then due on the Local Bond (including,
without limitation, any Supplemental Interest) and all amounts overdue, due or to become
due under Section 6.1(a) of this Agreement.
(4)
The Local Government shall deposit with VRA cash in an amount
equal to the present value of interest that would be paid on the principal of the Allocated
Portion at a rate equal to 0.125%, payable semiannually, to the maturity dates of the
Allocated Portion or, if earlier, the redemption date or dates of the Allocated Portion.
Present value shall be determined by using a discount rate equal to the true interest cost
of the Related Portion of VRA Bonds.
(b)
VRA will determine which Related Portion of VRA Bonds will be
designated as the Allocated Portion and the amounts to be deposited under subsection (b)(2) and
(3) above using such reasonable allocation and estimation methods as may be selected by VRA,
and VRA’s determinations shall be conclusive (absent manifest error).
(c)
The Local Government acknowledges that no funds in any VRA Reserve
will be available to the Local Government for the defeasance or redemption of the Local Bond.
Section 6.3 Payments and Rights Assigned. The Local Government hereby consents
to VRA’s assignment to the Trustee of VRA’s rights under this Agreement and the Local Bond.
The Local Government also hereby acknowledges and consents to the reservation by VRA of the
right and license to enjoy and enforce VRA’s rights under the Local Bond and this Agreement so
long as no Event of Default (as defined in the Master Indenture) with respect to the Related
Series of VRA Bonds has occurred and is continuing. Even though VRA will be the registered
owner of the Local Bond, the Local Government shall pay directly to the Trustee all amounts
payable by the Local Government under the Local Bond and this Agreement (except for those
amounts specifically indicated as payable to VRA under Section 6.1 or Section 11.8, which the
Local Government shall pay directly to VRA).
Section 6.4 Obligations Absolute and Unconditional. The obligation of the Local
Government to make the payments required by the Local Bond and this Agreement from the
sources pledged therefor shall be absolute and unconditional. The Local Government shall pay

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all such amounts without abatement, diminution or deduction (whether for taxes or otherwise)
regardless of any cause or circumstance whatsoever, including, without limitation, any defense,
set-off, recoupment or counterclaim that the Local Government may have or assert against VRA,
the Trustee or any other person.
ARTICLE VII
OPERATION AND USE OF RELATED FINANCED PROPERTY
Section 7.1 Maintenance. At its own cost and expense the Local Government shall
operate the Related Financed Property in a proper, sound and economical manner in compliance
with all legal requirements and shall maintain the Related Financed Property in good repair and
operating condition and from time to time shall make all necessary repairs, renewals and
replacements.
Section 7.2 Additions and Modifications. At its own expense the Local Government
from time to time may make any renewals, replacements, additions, modifications or
improvements to the Related Financed Property that the Local Government deems desirable,
provided that such renewals, replacements, additions, modifications or improvements do not (i)
materially reduce the value of the Related Financed Property or (ii) negatively affect the
structural or operational integrity of any part of the Related Financed Property. The Local
Government shall ensure that all such renewals, replacements, additions, modifications or
improvements comply with all applicable federal, state and local laws, rules, regulations, orders,
permits, authorizations and requirements.
All such renewals, replacements, additions,
modifications and improvements shall become part of the Related Financed Property.
Section 7.3 Permits. The Local Government shall, at its sole cost and expense, obtain
all permits, consents and approvals required by local, state or federal laws, ordinances, rules,
regulations or requirements in connection with the acquisition, construction, equipping,
occupation, operation or use of the Related Financed Property. The Local Government shall,
upon request, promptly furnish to VRA and the Trustee copies of all such permits, consents and
approvals.
Section 7.4 Use. The Local Government shall comply with all lawful requirements of
any governmental authority regarding the Related Financed Property, whether now existing or
subsequently enacted, whether foreseen or unforeseen or whether involving any change in
governmental policy or requiring structural, operational or other changes to the Related Financed
Property, irrespective of the cost of making the same.
Section 7.5 Inspection and Local Government’s Books and Records. The Local
Government shall permit VRA, the Trustee and their duly authorized representatives and agents
such reasonable rights of access to the Related Financed Property as may be necessary to
determine whether the Local Government is in compliance with the requirements of this
Agreement, and the Local Government shall permit such parties, at all reasonable times and upon
reasonable prior notice to the Local Government, to examine and copy the Local Government’s
books and records that relate to the Related Financed Property.

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Section 7.6 Ownership. The Local Government shall not construct, reconstruct or
install any part of the Related Financed Property on (i) lands other than those which the Local
Government owns or can acquire title to or a perpetual easement over, in either case sufficient
for the Local Government’s purposes or (ii) lands in which the Local Government has acquired a
right or interest less than a fee simple or perpetual easement, unless (1) such part of the Related
Financed Property is lawfully located in a public street or highway or (2) the Local Government
provides a written opinion of counsel or a report of a Qualified Independent Consultant, either of
which shall be in a form reasonably acceptable to VRA, that indicates that the lands and the
Local Government’s right or interest therein are sufficient for the Local Government’s purposes.
ARTICLE VIII
INSURANCE, DAMAGE AND DESTRUCTION
Section 8.1 Insurance. The Local Government shall maintain or cause to be
maintained insurance against such risks as are customarily insured against by public bodies
operating municipal facilities, including, without limitation:
(a)
Insurance in the amount of the full replacement cost of the municipal
facilities’ insurable portions against loss or damage by fire and lightning, with broad form
extended coverage endorsements covering damage by windstorm, explosion, aircraft, smoke,
sprinkler leakage, vandalism, malicious mischief and such other risks as are normally covered by
such endorsements (limited only as may be provided in the standard form of such endorsements
at the time in use in Virginia). The determination of replacement cost shall be made, in
conjunction with representatives of the Local Government, by a recognized appraiser or insurer
selected by the Local Government and reasonably acceptable to VRA.
(b)
Comprehensive general liability insurance with a combined single limit of
$1,000,000 per year against liability for bodily injury, including death resulting therefrom, and
for damage to property, including loss of its use, arising out of the ownership, maintenance,
operation or use of municipal facilities.
(c)
Unless the Local Government qualifies as a self-insurer under Virginia
law, worker’s compensation insurance.
Neither VRA nor the Trustee shall have any responsibility or obligation with respect to
(i) the procurement or maintenance of insurance or the amounts or the provisions with respect to
policies of insurance or (ii) the application of the proceeds of insurance.
The Local Government shall provide annually to VRA a certificate or certificates of the
respective insurers evidencing the fact that the insurance required by this Section is in force and
effect.
Section 8.2 Requirements of Policies. The Local Government shall maintain all
insurance required by Section 8.1 with generally recognized responsible insurance companies
selected by the Local Government and reasonably acceptable to VRA. Such insurance may be
written with deductible amounts comparable to those on similar policies carried by other
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localities of like size and character to the Local Government. If the Local Government does not
maintain such insurance with an insurer licensed to do business in Virginia or placed under the
requirements of the Virginia Surplus Lines Insurance Law, Chapter 48, Title 38.2, Code of
Virginia of 1950, as amended, or any successor statute, the Local Government shall provide
evidence reasonably satisfactory to VRA that such insurance is enforceable under Virginia law.
Section 8.3 Notice of Damage, Destruction or Condemnation. In case of (i) any
damage to or destruction of any material part of the Related Financed Property, (ii) a taking of all
or any part of the Related Financed Property or any right in it under the exercise of the power of
eminent domain, (iii) any loss of the Related Financed Property because of failure of title or
(iv) the commencement of any proceedings or negotiations which might result in such a taking or
loss, the Local Government shall notify VRA in writing within ten Business Days of the
occurrence describing generally the nature and extent of such damage, destruction, taking, loss,
proceedings or negotiations.
Section 8.4 Damage and Destruction. If all or any part of the Related Financed
Property is destroyed or damaged by fire or other casualty, and the Local Government shall not
have exercised its option, if such option is available, to redeem the outstanding Local Bond
pursuant to Section 6.2, the Local Government shall restore promptly the property damaged or
destroyed to substantially the same condition as before such damage or destruction, with such
alterations and additions as the Local Government may determine and which will not impair the
capacity or character of the Related Financed Property for the purposes for which it then is being
used or is intended to be used. The Local Government may apply so much as may be necessary
of the net proceeds of insurance received on account of any such damage or destruction to
payment of the cost of such restoration, either on completion or as the work progresses. If such
net proceeds are not sufficient to pay in full the cost of such restoration, the Local Government
shall pay so much of the cost as may be in excess of such net proceeds.
Section 8.5 Condemnation and Loss of Title. If title to or the temporary use of all or
any part of the Related Financed Property shall be taken under the exercise of the power of
eminent domain or lost because of failure of title, and the Local Government shall not have
exercised its option, if such option is available, to redeem the outstanding Local Bond pursuant
to Section 6.2, the Local Government shall cause the net proceeds from any such condemnation
award or from any title insurance to be applied to the restoration of the Related Financed
Property to substantially its condition before the exercise of such power of eminent domain or
failure of title. If such net proceeds are not sufficient to pay in full the cost of such restoration,
the Local Government shall pay so much of the cost as may be in excess of such net proceeds.
ARTICLE IX
SPECIAL COVENANTS
Section 9.1 Tax Covenants. The Local Government shall not directly or indirectly
use or permit the use of any of the proceeds of the Local Bond or any other of its funds, in such
manner as would, or enter into, or allow any other person or entity to enter into, any
arrangement, formal or informal, that would, or take or omit to take any other action that would,

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cause interest on any of the Related Series of VRA Bonds to be includable in gross income for
federal income tax purposes or to become a specific item of tax preference for purposes of the
federal alternative minimum tax. Insofar as the Local Tax Document imposes duties and
responsibilities on the Local Government, including the payment of any arbitrage rebate in
respect of the Related Series of VRA Bonds, as of the Closing Date they are specifically
incorporated by reference into this Agreement. The Local Government also consents to the
reasonable calculation of any “rebate amount” to be paid with respect to the Related Portion of
VRA Bonds by a rebate calculation service selected by VRA.
Section 9.2 Maintenance of Existence. The Local Government shall maintain its
existence as a municipal corporation of the Commonwealth of Virginia under Virginia law and
shall not dissolve or otherwise dispose of all or substantially all of its assets or consolidate or
merge with or into another entity without VRA’s prior written consent, which consent will not be
unreasonably withheld.
Section 9.3 Financial Records and Statements. The Local Government shall
maintain proper books of record and account in which proper entries shall be made in accordance
with generally accepted government accounting standards, consistently applied, of all its
business and affairs. The Local Government shall have an annual audit of the financial condition
of the Local Government made by an independent certified public accountant within 180 days
after the end of each Fiscal Year. The Local Government shall furnish to VRA, in an electronic
format, a copy of such report immediately after it is accepted by the Local Government. Such
report shall include statements in reasonable detail, certified by such accountant, reflecting the
Local Government’s financial position as of the end of such Fiscal Year and the results of the
Local Government’s operations and changes in the financial position thereof for the Fiscal Year.
Section 9.4 Certification as to No Default and Tax Compliance. The Local
Government shall deliver to VRA, within 180 days after the close of each Fiscal Year, a
certification in substantially the form attached as Exhibit G and signed by a Local
Representative.
Section 9.5 Further Assurances. The Local Government shall, to the fullest extent
permitted by law, pass, make, do, execute, acknowledge and deliver such further resolutions,
acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable
for the better assuring, conveying, granting, assigning and confirming the rights and collateral, if
any, assigned or pledged by this Agreement, or as may be required to carry out the purposes of
this Agreement. The Local Government shall at all times, to the fullest extent permitted by law,
defend, preserve and protect the pledges made under this Agreement and all rights of VRA under
this Agreement against all claims and demands of all persons, including without limitation the
payment of certain costs of VRA as described in Section 6.1(a)(5).
Section 9.6 Assignment by Local Government. The Local Government shall not
assign its rights and obligations under the Local Bond or this Agreement, or both, without the
prior written consent of VRA.

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Section 9.7 Continuing Disclosure. For purposes of this Section 9.7, the following
terms and phrases have the following meanings:
“Annual Financial Information” with respect to any Fiscal Year for the Local
Government means the following:
(i)
the financial statements (consisting of at least a balance
sheet and a statement of revenues and expenses) of the Local Government, which
financial statements must be (A) prepared annually in accordance with generally
accepted accounting principles in effect from time to time consistently applied
(provided that nothing in this clause (A) will prohibit the Local Government after
the date of this Agreement from changing such other principles so as to comply
with generally accepted accounting principles as then in effect or to comply with
a change in applicable law) and (B) audited by an independent certified public
accountant or firm of such accountants in accordance with generally accepted
auditing standards as in effect from time to time (provided that if audited financial
statements are not available for filing when required by this Section or the Rule
(as defined herein), unaudited financial statements will be filed and audited
financial statements will be filed as soon as possible thereafter); and
(ii)

operating data of the type set forth in Exhibit E.

“Dissemination Agent” means any person, reasonably acceptable to VRA, whom the
Local Government contracts in writing to perform its obligations as provided in subsection (i) of
this Section.
“Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation does not include
municipal securities as to which a final official statement has been otherwise provided to the
MSRB under the Rule.
“Make Public” or “Made Public” has the meaning set forth in subsection (c) of this
Section.
“Material Local Government” means the Local Government if the aggregate
outstanding principal amount of the Local Bond and any other of the Local Government’s local
bonds and leases purchased with proceeds of the VRA Bonds represent 15% or more of the
outstanding aggregate principal amount of the local bonds and leases purchased with proceeds of
the VRA Bonds.
“Rule” means Rule 15c2-12, as it may be amended from time to time, under the
Securities Exchange Act of 1934 and any similar rules of the SEC relating to disclosure
requirements in the offering and sale of municipal securities, all as in effect from time to time.
“SEC” means the U.S. Securities and Exchange Commission.

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(a)

The Local Government shall Make Public or cause to be Made Public:

(1)
Within seven months after the end of the Local Government’s
Fiscal Year (commencing with the Fiscal Year in which the Closing Date occurs), Annual
Financial Information for such Fiscal Year as of the end of which the Local Government
constitutes a Material Local Government. Annual Financial Information may be set forth
in the documents Made Public or may be included in a document Made Public by specific
reference to any document available to the public on the internet website of the Municipal
Securities Rulemaking Board (“MSRB”) or filed with the SEC. If the document referred
to is a final official statement, then it must be available from the MSRB.
(2)
In a timely manner, notice of any failure by the Local Government
to Make Public or cause to be Made Public Annual Financial Information pursuant to the
terms of part (1) of this subsection.
(b)
For purposes of this Section, information and notices shall be deemed to
have been “Made Public” if transmitted to VRA, to the Trustee and to the MSRB in an electronic
format as prescribed by the MSRB.
(c)
The Local Government shall also notify VRA of the occurrence of any of
the following events that may from time to time occur with respect to the Local Bond, such
notice to be given in a timely manner not in excess of five Business Days after the occurrence of
the event:
(1)

principal and interest payment delinquencies;

(2)

non-payment related defaults;

(3)

unscheduled draws on debt service reserves reflecting financial

difficulties;
(4)
unscheduled draws on any credit enhancement maintained with
respect to the Local Bond reflecting financial difficulties;
(5)

substitution of credit or liquidity providers, or their failure to

perform;
(6)
adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701 – TEB) or other notices or determinations with respect to the Local Bond that could
affect the tax status of the Related Series of VRA Bonds, or other events with respect to
the Local Bond that could affect the tax status of the Related Series of VRA Bonds;
(7)

modifications to rights of holders;

(8)

bond calls and tender offers;

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(9)

defeasances;

(10)

release, substitution, or sale of property securing repayment of the

(11)

rating changes;

(12)

bankruptcy, insolvency, receivership or similar event of the Local

Local Bond;

Government;
(13) the consummation of a merger, consolidation, or acquisition
involving the Local Government or the sale of all or substantially all of the assets of the
Local Government, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such action, other than pursuant to its terms;
(14) appointment of a successor or additional trustee for the Local
Bond, if any, or the change of name of a trustee;
(15) the failure of the Local Government on or before the date required
by this Agreement to provide Annual Financial Information to the persons and in the
manner required by this Agreement;
(16) incurrence of a Financial Obligation of the Local Government, if
material, or agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the Local Government, any of which affect
security holders, if material; and
(17) default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation of the Local
Government, any of which reflect financial difficulties.
(d)
Additionally, upon request of VRA, the Local Government shall certify in
writing that it has made all filings and disclosures required under this Section or any similar
undertaking pursuant to the Rule.
(e)
Notwithstanding anything in this Agreement to the contrary, the Local
Government need not comply with the provisions of subsections (a) through (d) above unless and
until VRA has notified the Local Government that it satisfied the objective criteria for a Material
Local Government as of the end of VRA’s immediately preceding fiscal year.
(f)
If the Local Government fails to comply with any covenant or
obligation set forth in this Section, any holder (within the meaning of the Rule) of VRA Bonds
then Outstanding may, by notice to the Local Government, proceed to protect and enforce its
rights and the rights of the other holders by an action for specific performance of the Local
Government’s covenants or obligations set forth in this Section.

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(1)
Notwithstanding anything herein to the contrary, any failure of the
Local Government to comply with any disclosure obligation specified in this Agreement
(i) shall not be deemed to constitute an Event of Default under this Agreement and (ii)
shall not give rise to any right or remedy other than that described in part (1) of this
subsection.
(g)
The Local Government may from time to time disclose certain information
and data in addition to that required under this Section. Notwithstanding anything in this
Agreement to the contrary, the Local Government shall not incur any obligation to continue to
provide, or to update, such additional information or data.
(h)
The Local Government may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligation to cause to be Made Public the
information described in this Section and may discharge any such Dissemination Agent, with or
without appointing a successor Dissemination Agent. It is not necessary for purposes of this
Article that the Dissemination Agent have any agency relationship with the Local Government
for purposes of state law.
(i)
All documents Made Public under this Section shall be accompanied by
identifying information as prescribed by the MSRB.
Section 9.8 Other Indebtedness. The Local Government shall pay when due all
amounts required by any other indebtedness of the Local Government and perform all of its
obligations in connection with all other indebtedness of the Local Government.
Section 9.9 Litigation; Material Change. The Local Government shall promptly
notify VRA of (i) the existence and status of any litigation that the City Attorney determines is
not reasonably certain to have a favorable outcome and which individually or in the aggregate
could have a material adverse effect on the financial condition or operations of the Local
Government or its ability to perform its payment and other obligations under this Agreement or
the Local Bond or (ii) any change in any material fact or circumstance represented or warranted
in this Agreement.
ARTICLE X
DEFAULTS AND REMEDIES
Section 10.1 Events of Default. Each of the following events is an “Event of Default”:
(a)
The failure to pay any installment of principal of or premium, if any, on
the Local Bond when due (whether at maturity, by mandatory or optional redemption, by
acceleration or otherwise).
(b)
The failure to pay any installment of interest (including Supplemental
Interest) on the Local Bond when due.

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(c)
The failure to make any other payment or deposit required by this
Agreement within 15 days after its due date.
(d)
The Local Government’s failure to perform or observe any of the other
covenants, agreements or conditions of the Local Bond or this Agreement and the continuation
of such failure for a period of 60 days after written notice specifying such failure and requesting
that it be cured is given to the Local Government by VRA, or, in the case of any such failure
which cannot with diligence be cured within such 60-day period, the Local Government’s failure
to proceed promptly to commence to cure the failure and thereafter to prosecute the curing of the
failure with diligence.
(e)
Any warranty, representation or other statement by or on behalf of the
Local Government contained in this Agreement or in any instrument furnished in compliance
with or in reference to this Agreement or in connection with the issuance and sale of the Local
Bond is false and misleading in any material respect.
(f)
Any bankruptcy, insolvency or other similar proceeding shall be instituted
by or against the Local Government under any federal or state bankruptcy or insolvency law and,
if instituted against the Local Government, is not dismissed within 60 days after filing.
Section 10.2 Acceleration. Upon the occurrence and continuation of an Event of
Default, VRA may, by notice in writing delivered to the Local Government, declare the entire
unpaid principal of and interest on the Local Bond due and payable. Upon any such declaration,
the Local Government shall immediately pay to the Trustee the entire unpaid principal of and
accrued interest on the Local Bond. VRA may in its discretion waive an Event of Default and its
consequences and rescind any acceleration of maturity of principal of and interest on the Local
Bond.
Section 10.3 Other Remedies. Upon the occurrence and continuation of an Event of
Default, VRA may proceed to protect and enforce its rights by mandamus or other action, suit or
proceeding at law or in equity for specific performance of any agreement contained in the Local
Bond or this Agreement. No remedy conferred by this Agreement upon or reserved to the
registered owners of the Local Bond is intended to be exclusive of any other remedy, but each
such remedy shall be cumulative and shall be in addition to any other remedy given to VRA
under this Agreement or now or hereafter existing at law or in equity or by statute.
Section 10.4 Delay and Waiver. No delay or omission to exercise any right or power
accruing upon any default or Event of Default shall impair any such right or power or shall be
construed to be a waiver of any such default or Event of Default or acquiescence in it, and every
such right and power may be exercised from time to time and as often as may be deemed
expedient. No waiver of any default or Event of Default under this Agreement shall extend to or
shall affect any subsequent default or Event of Default or shall impair any rights or remedies
consequent to it.
ARTICLE XI

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MISCELLANEOUS
Section 11.1 State Aid Intercept. The Local Government acknowledges that VRA is
treating the Local Bond as a “local obligation” within the meaning of Section 62.1-199 of the
Act, including amendments thereto taking effect as of July 1, 2011, which in the event of a
nonpayment thereunder authorizes VRA or the Trustee to file an affidavit with the Governor that
such nonpayment has occurred pursuant to Section 62.1-216.1 of the Act. In purchasing the
Local Bond, VRA is further relying on Section 62.1-216.1 of the Act, providing that if the
Governor is satisfied that such nonpayment has occurred, the Governor will immediately make
an order directing the Comptroller to withhold all further payment to the Local Government of
all funds, or of any part of them, appropriated and payable by the Commonwealth of Virginia to
the Local Government for any and all purposes, and the Governor will, while the nonpayment
continues, direct in writing the payment of all sums withheld by the Comptroller, or as much of
them as is necessary, to VRA, so as to cure, or cure insofar as possible, such nonpayment.
Section 11.2 Successors and Assigns. This Agreement shall be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors and assigns.
Section 11.3 Amendments. VRA and the Local Government shall have the right to
amend from time to time any of this Agreement’s terms and conditions, provided that all
amendments shall be in writing and shall be signed by or on behalf of VRA and the Local
Government.
Section 11.4 Limitation of Local Government’s Liability. In the absence of fraud or
intentional misconduct, no present or future director, official, officer, employee or agent of the
Local Government shall be liable personally to VRA in respect of this Agreement or the Local
Bond or for any other action taken by such individual pursuant to or in connection with the
financing provided for in this Agreement or the Local Bond.
Section 11.5 Applicable Law. This Agreement shall be governed by Virginia law.
Section 11.6 Severability. If any clause, provision or section of this Agreement shall
be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or
section shall not affect the remainder of this Agreement which shall be construed and enforced as
if such illegal or invalid clause, provision or section had not been contained in this Agreement.
If any agreement or obligation contained in this Agreement is held to be in violation of law, then
such agreement or obligation shall be deemed to be the agreement or obligation of VRA and the
Local Government, as the case may be, only to the extent permitted by law.
Section 11.7 Notices. Unless otherwise provided for herein, all demands, notices,
approvals, consents, requests, opinions and other communications under the Local Bond or this
Agreement shall be in writing and shall be deemed to have been given when delivered in person
or mailed by first class registered or certified mail, postage prepaid, addressed (a) if to the Local
Government, at the address specified for notices on the signature page; (b) if to VRA, at 1111
East Main Street, Suite 1920, Richmond, Virginia 23219, Attention: Executive Director; or (c) if
to the Trustee, at U.S. Bank Global Corporate Trust, CN VA MUNI, 5065 Wooster Road,

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Cincinnati, OH 45226. A duplicate copy of each demand, notice, approval, consent, request,
opinion or other communication given by any party named in this Section shall also be given to
each of the other parties named. VRA, the Local Government and the Trustee may designate, by
notice given hereunder, any further or different addresses to which subsequent demands, notices,
approvals, consents, requests, opinions or other communications shall be sent or persons to
whose attention the same shall be directed.
Section 11.8 Right to Cure Default. If the Local Government fails to make any
payment or to perform any act required by it under the Local Bond or this Agreement, VRA or
the Trustee, without prior notice to or demand upon the Local Government and without waiving
or releasing any obligation or default, may (but shall be under no obligation to) make such
payment or perform such act. All amounts so paid by VRA or the Trustee and all costs, fees and
expenses so incurred shall be payable by the Local Government as an additional obligation under
this Agreement, together with interest thereon at the rate of 15% per year until paid. The Local
Government’s obligation under this Section shall survive the payment of the Local Bond.
Section 11.9 Term of Agreement. This Agreement is effective as of the Effective
Date. Except as otherwise specified, the Local Government’s obligations under the Local Bond
and this Agreement shall expire upon payment in full of the Local Bond and all other amounts
payable by the Local Government under this Agreement.
Section 11.10 Assurance Regarding Tax Status. The Local Government agrees that
VRA’s process of determining its “reasonable assurance” that a particular action may have
no adverse effect on the tax status of the Related Series of VRA Bonds may include
obtaining an approving opinion of nationally-recognized bond counsel.
Section 11.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together shall constitute but one
and the same instrument.

[Signature Pages Follow]

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WITNESS the following signatures, all duly authorized.

VIRGINIA RESOURCES AUTHORITY

By:

_____________________________________
Shawn B. Crumlish, Executive Director

[Signature Page of Local Bond Sale and Financing Agreement – Waynesboro – VRA]

CITY OF WAYNESBORO, VIRGINIA

By: ______________________________________
Name: ____________________________________
Title: _____________________________________
Address for Notices:
[To be provided by local government]

[Signature Page of Local Bond Sale and Financing Agreement – Waynesboro – City]

The Trustee, by the execution hereof, accepts the duties imposed on it by this Agreement.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee

By:

_____________________________________
Monique L. Green, Vice President

[Signature Page of Local Bond Sale and Financing Agreement – Waynesboro – Trustee]

EXHIBIT A
FORM OF LOCAL BOND

Interest on this bond is intended by the issuer thereof to be included in gross income
for federal income tax purposes.
REGISTERED

REGISTERED

R-1

_________, 2026
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
CITY OF WAYNESBORO
Taxable General Obligation Public Improvement Refunding Bond
Series 2026

The City of Waynesboro, Virginia (the “City”), a political subdivision of the
Commonwealth of Virginia (the “Commonwealth”), for value received, acknowledges itself in
debt and promises to pay to the Virginia Resources Authority, or its registered assigns or legal
representative (“VRA”), solely from the sources hereinafter described and pledged to the
payment of this bond the principal sum of _________________________ DOLLARS
($_________). Principal of this bond shall be payable in annual installments in the amounts and
on the dates set forth in Schedule I attached hereto. Interest on this bond shall be payable on
each __________ __ and __________ __, commencing _________ __, 20__, computed on the
basis of a 360-day year of twelve 30-day months at the rates set forth in Schedule I.
If any installment of principal of and interest on this bond is not paid to the registered
owner of this bond within five days after its due date, the City shall pay to VRA a late payment
charge in an amount equal to five percent (5%) of the overdue installment.
Subject to the provisions of the Local Bond Sale and Financing Agreement dated as of
_________ __, 2026 (the “Financing Agreement”), between VRA and the City, so long as this
bond is held by or for the account of VRA or its registered assigns or legal representative,
interest is payable by (i) check or draft mailed to the registered owner of this bond at the address
that appears on the 15th day of the month preceding each interest payment date on the
registration books kept by the City Treasurer, who has been appointed registrar and paying agent,
or any successor bank or trust company (the “Registrar”), or (ii) wire transfer pursuant to the
most recent wire instructions received by the Registrar from such registered owner, except that
the final payment is payable upon presentation and surrender of this bond at the office of the
Registrar. Principal of and premium, if any, and interest on this bond shall be payable in lawful
money of the United States of America. In case the payment date on this bond shall not be a
Business Day (as defined below), then payment of principal, premium, if any, and interest need
not be made on such date, but may be made on the next succeeding Business Day, and, if made
A-2

on such next succeeding Business Day, no additional interest shall accrue for the period after
such payment date. “Business Day” means any Monday, Tuesday, Wednesday, Thursday or
Friday on which commercial banking institutions generally are open for business in New York
and Virginia.
This bond has been authorized by a resolution adopted by the Council of the City on
______, 2026 (the “Resolution”), and is issued pursuant to the Constitution and statutes of the
Commonwealth, including the City Charter and the Public Finance Act of 1991, the Resolution
and the Financing Agreement. Proceeds of this bond will be used to provide funds to (a) refund
the City’s outstanding Taxable General Obligation Public Improvement Refunding Bond, Series
2015 (the “Refunded Bond”), and (b) to pay issuance and financing costs incurred in issuing this
bond and refunding the Refunded Bond.
The full faith and credit of the City are irrevocably pledged for the payment of principal
of and premium, if any, and interest on this bond. Unless other funds are lawfully available and
appropriated for timely payment of this bond, the Council shall levy and collect an annual ad
valorem tax, over and above all other taxes authorized or limited by law and without limitation
as to rate or amount, on all taxable property within the City sufficient to pay when due the
principal of and premium, if any, and interest on this bond.
If any failure of the City to pay all or any portion of any required payment of the
principal of or premium, if any, or interest on this bond results in a withdrawal from any VRA
Reserve (as defined in the Financing Agreement), the interest rates applicable to this bond shall
be increased to interest rates sufficient to reimburse the VRA Reserve for any foregone
investment earnings and/or pay any interest, fees or penalties assessed as a result of the drawing
on the VRA Reserve. The increment of interest payable pursuant to the increase in rates shall be
referred to as “Supplemental Interest.” The term “interest” as used in this bond shall include
Supplemental Interest, when and if payable. The City’s obligation to pay Supplemental Interest
shall commence on the date of VRA’s withdrawal of funds from the VRA Reserve occasioned
by the City’s failure to pay a required payment or portion thereof as described above (the
“Supplemental Interest Commencement Date”). The City’s obligation to pay Supplemental
Interest shall terminate on the date on which the City remedies such failure to pay by making all
payments required but outstanding since the date of such failure to pay (the “Supplemental
Interest Termination Date”). From the Supplemental Interest Commencement Date to the
Supplemental Interest Termination Date, Supplemental Interest shall be due and payable on the
regularly scheduled interest payment dates provided for in this bond. As soon as reasonably
possible after the Supplemental Interest Commencement Date and before the next regularly
scheduled interest payment date provided for in this bond, VRA shall deliver to the City a
certificate as to the increase in interest rates and the amount of Supplemental Interest. The
certificate shall set forth in reasonable detail the basis for the increase in interest rates and the
manner of calculation of the increase and the amount of Supplemental Interest. Such certificate
shall be conclusive (absent manifest error) as to the interest rate increase and amount of
Supplemental Interest set forth therein. In determining the interest rate increase and the amount
of Supplemental Interest, VRA may use any reasonable averaging and attribution methods.
This bond may be redeemed, prepaid or refunded at the option of the City upon the terms
set forth in the Financing Agreement.

A-3

This bond is issuable as a fully registered bond. Upon surrender of this bond at the
Registrar’s office, together with an assignment duly executed by the registered owner or such
owner’s duly authorized attorney or legal representative in such form as shall be satisfactory to
the Registrar, the City shall execute, and the Registrar shall authenticate and deliver in exchange,
a new bond or bonds in the manner and subject to the limitations and conditions provided in the
Resolution, having an equal aggregate principal amount, in authorized denominations, of the
same series, form and maturity, bearing interest at the same rate and in the same manner, and
registered in such names as requested by the then registered owner of this bond or such owner’s
duly authorized attorney or legal representative. Any such exchange shall be at the City’s
expense, except that the Registrar may charge the person requesting such exchange the amount
of any tax or other governmental charge required to be paid with respect to it.
The Registrar shall treat the registered owner of this bond as the person exclusively
entitled to payment of principal of and premium, if any, and interest on this bond and the
exercise of all other rights and powers of the owner, except that interest payments shall be made
to the person shown as the owner on the registration books on the 15th day of the month
preceding each interest payment date.
All acts, conditions and things required by the Constitution and statutes of the
Commonwealth to happen, exist or be performed precedent to and in the issuance of this bond
have happened, exist and have been performed, and this bond, together with all other
indebtedness of the City, is within every debt and other limitation prescribed by the Constitution
and statutes of the Commonwealth of Virginia.
.
[Remainder of page intentionally left blank.]

A-4

IN WITNESS WHEREOF, the City of Waynesboro, Virginia, has caused this bond to
be signed by its [Vice] Mayor, its seal to be affixed hereto and attested by the Clerk of Council,
and this bond to be dated the date first above written.
(SEAL)

________________________________________
[Vice] Mayor, City of Waynesboro, Virginia

(ATTEST)
_________________________________
Clerk of Council,
City of Waynesboro, Virginia

A-5

ASSIGNMENT
FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please print or type name and address, including postal zip code, of Transferee)

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE:
______________________________________________
:
:
:
:
:
:
the within bond and all rights thereunder, hereby irrevocably constituting and appointing
_______________________________________________________________________,
Attorney, to transfer said bond on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated: ________________
Signature Guaranteed
___________________________________
NOTICE: Signature(s) must be guaranteed
by an Eligible Guarantor Institution such
as a Commercial Bank, Trust Company,
Securities Broker/Dealer, Credit Union
or Savings Association who is a member
of a medallion program approved by The
Securities Transfer Association, Inc.

_______________________________
(Signature of Registered Owner)
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 enlargement or any
change whatsoever.

A-6

SCHEDULE I TO
CITY OF WAYNESBORO, VIRGINIA
TAXABLE GENERAL OBLIGATION PUBLIC IMPROVEMENT REFUNDING BOND
SERIES 2026
Principal
Installment
Number

Principal
Installment
Amount

Principal
Installment
Due Date

[to be completed after pricing of VRA Bonds]

A-7

Interest
Rate

EXHIBIT B
DESCRIPTION OF THE PROJECT
The refunding of all or a portion of the 2015 Local Bond and payment of related costs of
issuance.
The 2015 Local Bond refinanced the Local Government’s $17,080,000 General
Obligation Public Improvement Bonds, dated and issued August 29, 2007 (the “2007 Local
Bond”), and $5,870,000 Taxable General Obligation Public Improvement Bond, Series 2008,
dated November 10, 2008, and issued December 10, 2008 (the “2008 Local Bond”). The 2008
Local Bond financed a program of capital improvements including (i) the design and
construction of stormwater management improvements, (ii) the design and construction of
renovations to and expansions of the public library, (iii) the acquisition of land and the design
and construction of a new fire substation and (iv) the design and construction of bridge
rehabilitation and replacement including expenses related thereto and financed issuance costs in
connection therewith. The 2007 Local Bond financed the projects described in the table below.
2007 GO Uses:
Fund
General
General
General
General
General
General
General
General
General

Description
Replacement Fire Engine
North Park Renovations
Ridgeview Park Renovations
Jackson Wilson Building Renovations
Stormwater Heavy Equipment
Greenway Construction
4th Street Bridge Maintenance
Stormwater Projects
Issuance cost
Total General Fund:

Actual Amount
$
650,267.79
203,564.23
86,413.88
189,475.00
552,033.46
355,465.00
600,000.00
859,970.21
17,584.50
$ 3,514,774.07

Water
Water
Water

Coyner Springs Treatment Plant
Jefferson Wells
New water line installation
Total Water Fund:

$10,240,604.72
325,179.63
646,342.65
$11,212,127.00

Sewer
Sewer
Sewer

Oak Hill Pump Station
Exit 96 Pump Station
I&I Projects

$

Total Sewer Fund:
2006 bond refunding
insurance premium
Total uses:

$

481,273.79
52,287.50
48,045.31
581,606.60

$ 2,400,000.00
57,708.32
$17,766,215.99

2007 GO Proceeds:
total purchase price
actual interest earned
interest on “good faith” funds

B-1

$17,169,552.05
596,482.30
181.64

Total proceeds:

$17,766,215.99

B-2

EXHIBIT C
PENDING OR THREATENED ACTIONS, SUITS, PROCEEDINGS, OR
INVESTIGATIONS
None.

C-1

EXHIBIT D
FORM OF REQUISITION
Requisition No.
Date:
U.S. Bank Global Corporate Trust, CN-VA-MUNI
5065 Wooster Road
Cincinnati, OH 45226
Virginia Resources Authority
1111 East Main Street
Suite 1920
Richmond, Virginia 23219
Attention: Executive Director
This Requisition, including Schedule 1 and Schedule 2 hereto, is submitted in connection
with the Local Bond Sale and Financing Agreement dated March 20, 2026 (the “Financing
Agreement”) between the Virginia Resources Authority and the City of Waynesboro, Virginia
(the “Local Government”). Unless otherwise defined in this Requisition, each capitalized term
used herein has the meaning given it under Article I of the Financing Agreement. The
undersigned Local Representative hereby requests payment of the following amounts from the
Local Account established for the Local Government in the 2026A Acquisition Fund established
under the Sixty-Third Supplemental Series Indenture.
Payee (including wiring instructions if receiving electronic payment):

Address:

Amount to be paid:

Purpose (in reasonable detail) for which obligations(s) to be paid were incurred:

D-1

Attached on Schedule 2 are the wire instructions for this requisition, and also attached
hereto is an invoice (or invoices) relating to the items for which payment is requested.
The undersigned certifies that the amounts requested by this Requisition will be applied
in accordance with the Local Tax Document and solely and exclusively to the payment, or the
reimbursement of the Local Government for its payment, of Project Costs.
The Local Government has agreed in the Financing Agreement that any amounts it
receives pursuant to this Requisition will be (i) immediately applied to reimburse the Local
Government for Project Costs it has already paid or (ii) actually spent to pay Project Costs
not later than five banking days after receipt.
_________________________________________
Local Representative

D-2

SCHEDULE 1
Form to Accompany Requisition
Requisition #
_________________________
Recipient:
City of Waynesboro, Virginia – VRA 2026A
Local Representative: _________________________
Title:
_________________________
Date:
_________________________
Cost
Category

Total
Project Cost
$

TOTALS $

Previous
Disbursement Disbursements
Remaining
Disbursements This Period
to Date
Balance
$
$
$
$

$

$

D-3

$

$

SCHEDULE 2
Wire Instructions for Requisition
[To be provided by the Local Government]

D-4

EXHIBIT E
OPERATING DATA
Description of Local Government. A description of the Local Government including a
summary of its form of government and budgetary processes.
Debt. A description of the terms of the Local Government’s outstanding tax-supported
and revenue debt, including a historical summary of such outstanding debt; a summary of
authorized but unissued debt; a summary of legal debt margin (if any); a summary of
overlapping debt; and a summary of annual debt service on outstanding debt as of the end of the
preceding fiscal year. The annual disclosure 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 Government and any unfunded pension liabilities.
Financial Information and Operating Data. Financial information and operating data
respecting the Local Government, 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.

E-1

EXHIBIT F
FORM OF OPINION OF COUNSEL TO THE LOCAL GOVERNMENT
[Print on the Letterhead of Counsel for the Local Government]

May 12, 2026

City Council
City of Waynesboro, Virginia, Virginia
Virginia Resources Authority
Richmond, Virginia
Hunton Andrews Kurth LLP
Richmond, Virginia
$_________
City of Waynesboro, Virginia
Taxable General Obligation Public Improvement Refunding Bond, Series 2026
Ladies and Gentlemen:
I have acted as counsel to the City of Waynesboro, Virginia (the “Local Government”), in
connection with the issuance and sale by the Local Government of its $__________ Taxable
General Obligation Public Improvement Refunding Bond, Series 2026 (the “Local Bond”), the
net proceeds of which will be applied to finance the Project and in such capacity, I have
examined, among other things, the following documents:
(a)

a certified copy of the Local Authorization, authorizing the issuance and sale of
the Local Bond to Virginia Resources Authority (“VRA”) to finance the Project;

(b)

a copy of the Local Bond Sale and Financing Agreement (the “Financing
Agreement”) dated March 20, 2026, between the Local Government and VRA;
and

(c)

a copy of the Local Tax Document.

The documents referred to in clauses (b) and (c) above are referred to collectively as the
“Local Bond Documents.”
I have also examined such other records and proceedings of the Local Government and
conducted such investigations as I deem appropriate and necessary for purposes of this opinion.

F-1

Unless otherwise defined, each capitalized term used in this opinion has the same
meaning given to such term in the Financing Agreement.
As to questions of fact material to the opinions and statements set forth herein, I have
relied upon representations of the Local Government set forth in the Local Bond Documents and
other certificates and representations by persons including representatives of the Local
Government. Whenever an opinion or statement set forth herein with respect to the existence or
absence of facts is qualified by the phrase “to the best of my knowledge” or a phrase of similar
import, it is intended to indicate that during the course of my representation of the Local
Government in connection with the Local Bond Documents no information has come to my
attention that should give me current actual knowledge of the existence or absence of such facts.
Except to the extent expressly set forth herein, I have not undertaken any independent
investigation of the existence or absence of such facts, and no inference as to my knowledge or
the existence or absence of such facts should be drawn from the fact of my representation or any
other matter.
Based upon such examination and assuming the authorization, execution, delivery and
enforceability of all documents by parties other than the Local Government, I am of the opinion
that:
1.
The Local Government is a duly created and validly existing municipal
corporation and political subdivision of the Commonwealth of Virginia and is vested with the
rights and powers conferred upon it by Virginia law.
2.
The Local Government has full right, power and authority to (a) adopt the Local
Authorization and execute and deliver the Local Bond Documents and all related documents,
(b) undertake the Project and (c) carry out and consummate all of the transactions contemplated
by the Local Authorization and the Local Bond Documents.
3.
The Local Bond Documents were duly authorized by the Local Authorization, and
the Financing Agreement is in substantially the same form as presented to the Local
Government’s governing body at its meeting at which the Local Authorization was adopted.
4.
All governmental permits, licenses, registrations, certificates, authorizations and
approvals required to have been obtained as of the date hereof have been obtained for (a) the
Local Government’s adoption of the Local Authorization, (b) the execution and delivery of the
Local Bond Documents and the Local Bond, (c) the Local Government’s performance of its
obligations under the Local Bond Documents and the Local Bond, and (d) to the best of my
knowledge, the operation and use of the Related Financed Property. I know of no reason why
any such required governmental permits, licenses, registrations, certificates, authorizations or
approvals cannot be obtained as required in the future.
5.
The Financing Agreement has been executed and delivered by duly authorized
officials of the Local Government and constitutes a legal, valid and binding obligation of the
Local Government enforceable against the Local Government in accordance with its terms. The
Local Bond has been executed and delivered by duly authorized officials of the Local

F-2

Government and will constitute a legal, valid and binding general obligation of the Local
Government enforceable against the Local Government in accordance with its terms.
The obligations of the Local Government under the Financing Agreement and the Local
Bond, and the enforceability of such obligations, may be limited or otherwise affected by (a)
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of
creditors generally, (b) principles of equity, whether considered at law or in equity, (c) the
exercise of sovereign police powers of the Commonwealth of Virginia, and (d) rules of law
which may limit the enforceability on public policy grounds of any obligations of
indemnification undertaken by the Local Government.
6.
The issuance of the Local Bond and the execution and delivery of the Local Bond
Documents and the performance by the Local Government of its obligations thereunder are
within the powers of the Local Government and will not conflict with, or constitute a breach or
result in a violation of, (a) any federal or Virginia constitutional or statutory provision, (b) to the
best of my knowledge, any agreement or other instrument to which the Local Government is a
party or by which it is bound or (c) any order, rule, regulation, decree or ordinance of any court,
government or governmental authority having jurisdiction over the Local Government or its
property.
7.
The Local Government, to the best of my knowledge, is not in default in the
payment of the principal of or interest on any of its indebtedness for borrowed money and is not
in default under any instrument under and subject to which any indebtedness for borrowed
money has been incurred. To the best of my knowledge, no event or condition has happened or
existed, or is happening or existing, under the provisions of any such instrument, including but
not limited to the Financing Agreement, which constitutes, or which, with notice or lapse of
time, or both, would constitute, an event of default thereunder.
8.
The Local Government (a) to the best of my knowledge, is not in violation of any
existing law, rule or regulation applicable to it in any way which would have a material adverse
effect on its financial condition or its ability to perform its obligations under the Local Bond or
the Local Bond Documents and (b) is not in default under any indenture, mortgage, deed of trust,
lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of
any kind to which the Local Government is a party or by which it is bound or to which any of its
assets is subject, which would have a material adverse effect on its financial condition or its
ability to perform its obligations under the Local Bond and the Local Bond Documents. The
execution and delivery by the Local Government of the Local Bond and the Local Bond
Documents and the compliance with the terms and conditions thereof will not conflict with,
result in a breach of or constitute a default under any of the foregoing.
9.
Except as described in Exhibit C of the Financing Agreement, no litigation has
been served upon the Local Government, nor, to the best of my knowledge, are there pending or
threatened against the Local Government, any actions, suits, proceedings or investigations of a
legal, equitable, regulatory, administrative or legislative nature (a) affecting the creation,
organization or existence of the Local Government or the title of its officers to their respective
offices, (b) seeking to prohibit, restrain or enjoin the approval, execution, delivery and/or

F-3

performance of the Local Authorization or the Local Bond Documents or the issuance or
delivery of the Local Bond, (c) in any way contesting or affecting the validity or enforceability
of the Local Bond, the Local Authorization, the Local Bond Documents or any agreement or
instrument relating to any of the foregoing, (d) in which a judgment, order or resolution may
have a material adverse effect on the Local Government or its business, assets, condition
(financial or otherwise), operations or prospects or on its ability to perform its obligations under
the Local Authorization, the Local Bond Documents or the Local Bond, or (e) affecting the
undertaking of the Project.
Very truly yours,

F-4

EXHIBIT G
FORM OF CERTIFICATION AS TO NO DEFAULT AND TAX COMPLIANCE

[DATE]

[Insert Name]
Compliance & Financial Analyst
Virginia Resources Authority
1111 East Main Street, Suite 1920
Richmond, VA 23219
Dear [Mr./Ms.] ______:
In accordance with Section 9.4 of the Local Bond Sale and Financing Agreement dated as
of March 20, 2026 (the “Financing Agreement”) between Virginia Resources Authority and the
City of Waynesboro, Virginia a (the “Local Government”), I hereby certify that, during the fiscal
year that ended June 30, ______, and through the date of this letter:
1.

[No event or condition has happened or existed, or is happening or existing, which
constitutes, or which, with notice or lapse of time, or both, would constitute, an Event of
Default as defined in Section 10.1 of the Financing Agreement.] [If an Event of Default
has occurred, please specify the nature and period of such Event of Default and what
action the Local Government has taken, is taking or proposes to take to rectify it].

2.

[The ownership and status of the Related Financed Property has not changed in whole or
in part since the Closing Date.] [If untrue, please describe.]

3.

[Neither the Related Financed Property nor any portion thereof is being used by a
Nongovernmental Person pursuant to a lease, an incentive payment contract or a take-orpay or other output-type contract.] [If untrue, please describe.]

4.

[Neither the Related Financed Property nor any portion or function thereof is being used
pursuant to or is otherwise subject to a Service Contract that does not satisfy the
requirements of Revenue Procedure 2017-13.] [If untrue, please describe.]

5.

[Other than as may be described in paragraphs 2, 3 and 4 above, neither the Related
Financed Property nor any portion or function thereof nor any portion of the Proceeds is
being used for a Private Business Use.] [If untrue, please describe.]

6.

[The Local Government has not used or permitted the use of any Proceeds of the Local
Bond directly or indirectly to make a loan to an ultimate borrower other than itself within

G-1

the meaning of Section 4.3 of the Local Tax Document (as defined in the Financing
Agreement).] [If untrue, please describe.]
7.

[Other than any amounts described in the Local Tax Document (as defined in the
Financing Agreement), and amounts that may constitute or be on deposit in a Bona Fide
Debt Service Fund, there neither have been nor are now any monies, securities,
obligations, annuity contracts, residential rental property, AMT Bonds, investment-type
property, Sinking Funds, Pledged Funds, or other Replacement Proceeds accumulated or
held or pledged as security by the Local Government or any other Substantial Beneficiary
of the Local Bond as security for or the direct or indirect source of the payment of the
principal of or interest on the Local Bond.] [If untrue, please describe.]

8.

[The Local Government is in compliance with the recordkeeping requirements of Section
4.8 of the Local Tax Document (as defined in the Financing Agreement).] [If untrue,
please describe.]

9.

[Other than as may be described above, the Local Government is not in default of any of
its obligations under the Local Tax Document (as defined in the Financing Agreement).]
[If untrue, please describe.]

10.

Unless otherwise defined herein, each capitalized term used herein has the meaning set
forth in the Local Tax Document (as defined in the Financing Agreement).

Sincerely,
[Insert Name]
Local Representative

G-2

EXHIBIT H
DESCRIPTION OF SPECIAL USE ARRANGEMENTS
None.

H

EXHIBIT I
FORM OF AUTHORIZED REPRESENTATIVE(S) CERTIFICATE
I, Insert Name of Authorizing Person, a duly elected acting Insert Title of Insert Institution Name, a(n)
Insert State Insert Type of Institution- i.e. Municipality, Corporation, etc., do hereby certify that the
following has/have been appointed as (an) Authorized Representative(s), at the date hereof, and are
authorized to act on behalf of the above Institution in matters relating to Insert name of bond issue, master
financing program, escrow, etc..
I also certify that the signatures opposite their names are the signatures of such individuals.
Name (First, middle [as
applicable], last)

Title (list multiple
titles if applicable

Insert Name

Insert Title

Contact Information

Specimen Signature

Insert Phone Number
Insert E-mail Address

Insert Phone Number
Insert Name

Insert Title
Insert E-mail Address

Insert Phone Number
Insert Name

Insert Title
Insert E-mail Address

Insert Phone Number
Insert Name

Insert Title
Insert E-mail Address

CALLBACK DESIGNEES (TO BE CALLED FIRST FOR ANY REQUIRED PAYMENT
INSTRUCTION VERIFICATION):
Name (First, middle [as
applicable], last)

Title (list multiple
titles if applicable

Insert Name

Insert Title

Contact Information

Insert Phone Number
Insert E-mail Address

Insert Phone Number
Insert Name

Insert Title
Insert E-mail Address

Specimen Signature

Insert Phone Number
Insert Name

Insert Title
Insert E-mail Address

Witness my signature on this Insert day day of Insert month, Insert year.

(Signature of Authorizing Person)

(Note: If there are multiple individuals identified as Authorized Representatives, one of those same
individuals may execute the form as the “Authorizing Person”. If there is a single individual named
as an Authorized Representative, the “Authorizing Person” must be an individual that is not the
named Authorized Representative.)

SCHEDULE 1.1
FINAL TERMS
Principal Amount of Related Series of VRA
Bonds

$__________

Principal Amount of Local Bond

$__________

Purchase Price

$__________

1.1-1

ADDITIONAL CONDITIONS PRECEDENT TO PURCHASE OF LOCAL BOND:
None.

1.1-2

PROJECT BUDGET

1.1-3

CITY OF WAYNESBORO, VIRGINIA
INTEREST RATES AND PAYMENT SCHEDULE FOR LOCAL BOND

1.1-4

ITEM 8
City Council of Waynesboro, Virginia

R e s o l u t i o n R26RESOLUTION AUTHORIZING EXECUTION OF AN AMENDED AGREEMENT
BETWEEN THE VIRGINIA DEPARTMENT OF HEALTH AND THE
WAYNESBORO CITY COUNCIL FOR FUNDING AND SERVICES OF
THE WAYNESBORO/AUGUSTA HEALTH DEPARTMENT
WHEREAS, the City of Waynesboro desires to maintain the Waynesboro/Augusta Health
Department;
WHEREAS, the Virginia Department of Health desires to support and fund a portion of the
cooperative budget for the Waynesboro/Augusta Health Department in accordance with, and dependent
upon, appropriations from the General Assembly, in amounts and under the terms and conditions set forth in
the Agreement between the Virginia Department of Health and the Waynesboro City Council for Funding
and Services of the Waynesboro/Augusta Health Department (the “Agreement”), which is attached as
Exhibit 1 hereto;
WHEREAS, the City Council desires to enter into the Agreement with the Virginia Department of
Health for the funding and services of the Waynesboro/Augusta Health Department.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WAYNESBORO, VIRGINIA AS FOLLOWS:
1.
The City Manager or designee is hereby authorized to enter into the Agreement between the
Virginia Department of Health and the Waynesboro City Council for Funding and Services of the
Waynesboro/Augusta Health Department in substantially such form as attached hereto as Exhibit 1; and
2.
The City Manager is hereby authorized to take any other actions that are reasonable and
necessary to effectuate the terms of the Agreement.
Resolved this 23rd day of March 2026.
CERTIFICATE
The undersigned Chairman and Clerk of the City Council of City of Waynesboro, Virginia hereby
certify that the foregoing constitutes a true and correct copy of a resolution entitled Resolution Authorizing
the Execution of an Agreement between the Virginia Department of Health and the City Council for Funding
and Services of the Waynesboro/Augusta Health Department, adopted by the City Council at a meeting held
on March 23, 2026.
[SEAL]
ATTEST: ________________________________
______________________________
Clerk, City Council
Mayor, City Council
City of Waynesboro, Virginia
City of Waynesboro, Virginia

503 West Main Street

540-942-6669

Waynesboro, VA 22980

Electronic Signature Agreement Page

STATEMENT OF AGREEMENT TO
PROCESS NEEDED SIGNATURES OF
THE VIRGINIA DEPARTMENT OF
HEALTH (VDH) LOCAL
GOVERNMENT AGREEMENT
ELECTRONICALLY

VDH and The Waynesboro City City Council agree to use
electronic signatures, as authorized in Title 59.1, Chapter 42.1
Uniform Electronic Transactions Act of the Code of Virginia.

Michael G Hamp II, City Manager or designee
Authorizing officer printed name and title

Michael G. Hamp II

Michael G. Hamp II (Mar 13, 2026 13:01:57 EDT)
___________________________
Authorizing officer signature

Dr. Susan Fischer Davis
Chief Deputy Commissioner, Community Health Services
Virginia Department of Health

Dr. Susan Fischer Davis
Authorizing signature

LGA-Revised February 2024

AGREEMENT BETWEEN THE VIRGINIA DEPARTMENT OF HEALTH AND
THE WAYNESBORO CITY COUNCIL FOR FUNDING AND SERVICES OF
THE WAYNESBORO CITY HEALTH DEPARTMENT
This agreement (“Agreement”) for the services to be provided by the Waynesboro Health
Department and the funding therefore is by and between the Virginia Department of Health (“VDH”) and
Waynesboro City Council (collectively “the Parties”).
The Agreement is created in satisfaction of the requirements of § 32.1-31 of the Code of Virginia
(1950), as amended, in order to operate the Waynesboro Health Department under the terms of this
Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements in this Agreement, the
sufficiency of which is acknowledged, the Parties agree as follows.
§ 1.
VDH, over the course of one fiscal year, will pay an amount not to exceed $412,449.80,
from the state general fund to support the cooperative budget in accordance with, and dependent upon,
appropriations by the General Assembly, and in like time frame, the City Council of Waynesboro City will
provide by appropriation and in equal quarterly payments a sum of $116,354.00 local matching funds and
$0.00 one-hundred percent local funds for a total of $116,354.00 local funds for this fiscal year.
In addition, the City Council has approved the Waynesboro Health Department to carry forward
$0.00 in local matching funds for a total of $116,354.00 matching funds and an additional $5,542.00 in onehundred percent local funds from the prior fiscal year closing locality balance.
11/17/25
These joint funds will be distributed in timely installments, as services are rendered in the operation
of the Waynesboro Health Department, which shall perform public health services in Waynesboro City as
indicated in Attachment A(1.), and will perform services required by local ordinances as indicated in
Attachment A(2.). Payments from the local government are due on the third Monday of each fiscal quarter.
The term of the agreement begins July 1,2025. This Agreement will be automatically
§ 2.
extended on a state fiscal year to year renewal basis under the existing terms and conditions of the Agreement
unless timely written notice of termination is provided by either party. Such written notice shall be given at
least 60 days prior to the beginning of the fiscal year in which the termination is to be effective.
§ 3.
The Commonwealth of Virginia (“Commonwealth”) and VDH shall be responsible for
providing liability insurance coverage and will provide legal defense for state employees of the local health
department for acts or occurrences arising from performance of activities conducted pursuant to state statutes
and regulations.
A.

The responsibility of the Commonwealth and VDH to provide liability insurance
coverage shall be limited to and governed by the Commonwealth of Virginia
Public Liability Risk Management Plan, established under § 2.2-1837 of the Code
of Virginia (1950), as amended. Such insurance coverage shall extend to the
services specified in Attachments A(1.) and A(2.), unless the locality has opted to
provide coverage for the employee under the Public Officials Liability SelfInsurance Plan, established under § 2.2-1839 of the Code of Virginia (1950), as
amended, or under a policy procured by the locality.

B.

The Commonwealth and VDH will be responsible for providing legal defense for
those acts or occurrences arising from the performance of those services listed in
Attachment A(1.), conducted in the performance of this contract, as provided for
under the Code of Virginia and as provided for under the terms and conditions of
the Commonwealth of Virginia Public Liability Risk Management Plan.

LGA-Revised February 2024

C.

Services listed in Attachment A(2.), any services performed pursuant to a local
ordinance, and any services authorized solely by Title 15.2 of the Code of
Virginia (1950), as amended, when performed by a state employee, are herewith
expressly exempted from any requirements of legal defense or representation by
the Attorney General or the Commonwealth. For purposes of assuring the
eligibility of a state employee performing such services for liability coverage
under the Commonwealth of Virginia Public Liability Risk Management Plan ,
the Attorney General has approved, pursuant to § 2.2-507 of the Code of Virginia
(1950), as amended, and the Commonwealth of Virginia Public Liability Risk
Management Plan , the legal representation of said employee by the city or
county attorney, and, the City Council of Waynesboro City hereby expressly
agrees to provide the legal defense or representation at its sole expense in such
cases by its local attorney.

D.

In no event shall the Commonwealth or VDH be responsible for providing legal
defense or insurance coverage for local government employees.

§ 4.
Title to equipment purchased with funds appropriated by the local government and
transferred to the Commonwealth, either as match for state dollars or as a purchase under appropriated funds
expressly allocated to support the activities of the local health department, will be retained by the
Commonwealth and will be entered into the Virginia Fixed Asset Accounting and Control System. Local
appropriations for equipment to be locally owned and controlled should not be remitted to the
Commonwealth, and the local government's procurement procedures shall apply in the purchase. The locality
assumes the responsibility to maintain the equipment and all records thereon.
§ 5.
This Agreement may only be amended or otherwise modified by an instrument in writing
signed by the Parties.

Susan Fischer Davis (Mar 16, 2026 17:11:11 EDT)

Dr. Susan Fischer Davis
Chief Deputy Commissioner
Community Health Services
Virginia Department of Health

Mar 16, 2026

Michael G. Hamp II

_____________________________
Michael G. Hamp II (Mar 13, 2026 13:01:57 EDT)
Local authorizing officer signature
Michael G Hamp II
Authorizing officer printed name
City Manager
Authorizing officer title

Date

Mar 13, 2026

_____________________________
Dr. Allison Baroco
District Health Director
Central Shenandoah Health District

________________________
Date

Mar 16, 2026

____________________________
Date
Approved as to form by the Office of the Attorney General on July 23, 2018
Attachments:

Local Government Agreement, Attachment A(1.)
Local Government Agreement, Attachment A(2.)

LGA-Revised February 2024

LGA-Revised February 2024

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(1.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
BASIC PUBLIC HEALTH SERVICES TO BE ASSURED BY LOCAL HEALTH DEPARTMENTS
INCOME LEVEL A IS DEFINED BY THE BOARD OF HEALTH TO BE MEDICALLY INDIGENT (32.1-11)

For Each Service Provided, Check Block for Highest Income Level Served
COLLABORATIVE COMMUNITY HEALTH IMPROVEMENT
PROCESS

Income
A only

Defined by
Federal
Regulations

Assure that ongoing collaborative community
health assessment and strategic health
improvement planning processes are established.
To include public health, health care systems and
community partners. As provided for in §32.1122.03
Code Link-32.1-122.03;
State Health Plan Link Virginia Plan for Well-Being
2016-2020
COMMUNICABLE DISEASE SERVICES

All (specify
income level
if not ALL)

X

Income
A only

Defined by
Federal
Regulations

Immunization of patients against certain diseases,
including Childhood Immunizations
As provided for in 32.1-46
Code Link-32.1-46
Sexually transmitted disease screening, diagnosis,
treatment, and surveillance
32.1-57, Districts may provide counseling
Code Link-32.1-57

All (specify
income level
if not ALL)
X

X

Surveillance and investigation of disease
32.1-35 and 32.1-39
Code Links-32.1-35, 32.1-39, 32.1-43
HIV/AIDS surveillance, investigation, and sero
prevalence survey
32.1-36, 32.1-36.1, 32.1-39
Code Links-32.1-36, 32.1-36.1,32.1-39
Tuberculosis control screening,
diagnosis, treatment, and surveillance
32.1-49, 32.1-50.1, and 32.1-54

X

X

X

Code Links-32.1-49, 32.1-50, 32.1-50.1

FAMILY PLANNING SERVICES

Income
A only

Defined by
Federal
Regulations

Clinic services including drugs and
Contraceptive supplies
Family Planning Population Research Act of 1970,
Title X
Code Link-32.1-77, 42 U.S.C 300 et seq., and
42 CFR Part 59

X

Pregnancy testing and counseling

X

All

Family Planning Population Research Act of 1970,
Title X
Code Link-32.1-77, 42 U.S.C. 300 et seq., and 42
CFR Part 59\

Revised 07/2018

1

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(1.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
BASIC PUBLIC HEALTH SERVICES TO BE ASSURED BY LOCAL HEALTH DEPARTMENTS
INCOME LEVEL A IS DEFINED BY THE BOARD OF HEALTH TO BE MEDICALLY INDIGENT (32.1-11)

CHILD HEALTH SERVICES

Income
A only

Children Specialty Services; diagnosis,
treatment, follow-up, and parent teaching
32.1-77, 32.1-89 and 32.1-90
Code Links-32.1-77, 32.1-89, 32.1-90
Screening for genetic traits and inborn errors
of metabolism, and provision of dietary
supplements
Code Links-32.1-65, 32.1-67, 32.1-68
Well child care up to age _____ (enter age)
Board of Health
Code Link-32.1-77
WIC : Federal grant requirement
Public Law 108-265 as amended, Child Nutrition
Act of 1966; Child Nutrition and WIC
Reauthorization Act 2009
Code Link42 U.S.C. § 1786; 7 C.F.R. Part 26
EPSDT: DMAS MOA
Social Security Act section 1905(r) (5)
Code Link-32.1-11
Blood lead level testing
Code Link-32.1-46.1, 32.1-46.2
Outreach, Patient and Community Health Education
Code Link-32.1-11, 32.1-11.3,
Community Education
Code Link-32.1-11, 32.1-23
Pre-school Physicals for school entry
Code Link-22.1-270
Services for Children with Special health care
needs Title V, Social Security Act

Defined by
Federal
Regulations

All

X

X

X
X

X
X
X
X

Code Link-32.1-77
Child restraints in motor vehicles
Code Link-46.2-1095, 46.2-1097
Babycare, Child: DMAS MOA
X
MATERNAL HEALTH SERVICES

Income
A only

Defined by
Federal
Regulations

All

Prenatal and post partum care for low
risk and intermediate risk women, Title V, Social
Security Act Code Link-32.1-77
X
Babycare, Maternal: DMAS MOA
WIC: Federal grant requirement
Public Law 108-265 as amended, Child Nutrition
Act of 1966; Child Nutrition and WIC
Reauthorization Act 2009 Code Link 42 U.S.C
§1786 and 7CFR Part 26

Revised 07/2018

2

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(1.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
ENVIRONMENTAL HEALTH SERVICES
BASIC PUBLIC HEALTH SERVICES TO BE ASSURED BY LOCAL HEALTH DEPARTMENTS
The following services performed in accordance with the provisions of the Code of Virginia,
the regulation of the Board of Health and/or VDH agreements with other state or federal
agencies and VDH policies. Data regarding the below services shall be entered in, or exported
to, the statewide environmental health database for all available data fields. Local health
department staff shall be responsible for responding to all complaints, constituent responses,
media inquiries, and Freedom of Information Act request related to the following services.
Investigation of communicable diseases:
Pursuant to §§ 32.1-35 and 32.1-39 of the Code of the Code of Virginia, the local health director
and local staff are responsible for investigating any outbreak or unusual occurrence of a
preventable disease that the Board of Health requires to be reported.
Code Links-32.1-35, 32.1-39
Marinas:
Pursuant to § 32.1-246 of the Code of Virginia, local health department staff are responsible for
permitting marinas and other places where boats are moored and is responsible for inspecting
them to ensure that their sanitary fixtures and sewage disposal facilities are in compliance with
the Marina Regulations (12VAC5-570-10 et seq.)
Code Link-32.1-246
Migrant labor camps:
Pursuant to §§ 32.1-203-32.1-211 of the Code of Virginia, local health departments are
responsible for issuing, denying, suspending and revoking permits to operate migrant labor
camps. Local health departments also must inspect migrant labor camps and ensure that the
construction, operation and maintenance of such camps are in compliance with the Rules and
Regulations Governing Migrant Labor Camps (12VAC5-501-10 et seq.).
Code Links-32.1 Chapter 6 Article 6
Milk:
Pursuant to §§ 3.2-5206, 3.2-5208 of the Code of Virginia and the agency’s MOA with VDACS,
the local health department is responsible for issuing, denying, suspending and revoking
permits for Grade “A” milk processing plants which offer milk and or milk products for sale in
Virginia. Local health departments are also responsible for the inspection of Grade “A” milk
plants for compliance with the Regulations Governing Grade “A” Milk (2VAC5-490-10).
Code Links- 3.2-5206, 3.2-5208
Alternative discharging sewage systems:
Pursuant to § 32.1-164(A) of the Code of Virginia, local health departments are responsible for
issuing, denying and revoking construction and operation permits for alternative discharging
systems serving individual family dwellings with flows less than or equal to 1,000 gallons per
day on a monthly average. Local health departments are also required to conduct regular
inspections of alternative discharging systems in order to ensure that their construction and
operation are in compliance with the Alternative Discharging Sewage Treatment Regulations
for Individual Family Dwellings (12VAC5-640-10 et seq.).
Code Link-32.1-164
Onsite sewage systems:
Pursuant to § 32.1-163 et seq. of the Code of Virginia, local health department staff is
responsible for reviewing and processing site evaluations and designs of onsite sewage
systems in accordance with applicable state regulations and may perform such evaluations
and designs as allowed. Local health department staff is also responsible for issuing, denying
and revoking construction and operation permits for conventional and alternative onsite
sewage systems. Local health department staff are responsible for assuring that onsite sewage
systems are inspected at time of construction for compliance with the Sewage Handling and
Disposal Regulations (12VAC5-610-20 et seq.; “SHDR”) and the Alternative Onsite Sewage
System Regulations (12VAC5-613-10 et seq.; “AOSS Regulations”); local health department
staff may perform such inspections as required. Local health department staff is also
responsible for assuring the performance, operation, and maintenance of onsite sewage
systems are in compliance with the SHDR and AOSS Regulations.
Code Link-32.1-163
Rabies:
Pursuant to § 3.2-6500 et seq. of the Code of Virginia, the local health department is
responsible for investigating complaints and reports of suspected rabid animals exposing a
person, companion animal, or livestock to rabies.
Code Link- 3.2-6500

Revised 07/2018

X

X

X

X

X

X

X

3

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(1.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
ENVIRONMENTAL HEALTH SERVICES
BASIC PUBLIC HEALTH SERVICES TO BE ASSURED BY LOCAL HEALTH DEPARTMENTS
Restaurants/eating establishments:
Pursuant to § 35.1-14 of the Code of Virginia, local health departments are responsible for
issuing, denying, renewing, revoking and suspending permits to operate food establishments.
In addition, local health departments are required to conduct at least one annual inspection of
each food establishment to ensure compliance with the requirements of the Food Regulations
(12VAC5-421-10 et seq.). These regulations include requirements and standards for the safe
preparation, handling, protection, and preservation of food; the sanitary maintenance and use
of equipment and physical facilities; the safe and sanitary supply of water and disposal of
waste and employee hygiene standards.
Code Link- 35.1-14
Hotels/Motels:
In accordance with § 35.1-13 of the Code of Virginia, local health department staff is
responsible for issuing, denying, revoking and suspending permits to operate hotels. The local
health department is responsible for conducting inspections of hotels to ensure compliance
with the Hotel Regulations (12VAC5-431-10 et seq.). These regulations include requirements
and standards for physical plant sanitation; safe and sanitary housekeeping and maintenance
practices; safe and sanitary water supply and sewage disposal and vector and pest control.
Code Link-35.1-13
Wells:
Pursuant to § 32.1-176.4, and the resulting authority provided by the Board, local health
departments are responsible for issuing, denying and revoking construction permits and
inspection statements for private wells. Local health departments are also responsible for
inspecting private wells to ensure that their construction and location are in compliance with
the Private Well Regulations. (12VAC5-630-10 et seq.)
Code Link-32.1-176.4
Homes for adults:
The local health department, at the request of the Department of Social Services (DSS), will
inspect DSS-permitted homes for adults to evaluate their food safety operations, wastewater
disposal and general environmental health conditions. (22VAC40-80-160(B)(3))
Juvenile Justice Institutions:
Pursuant to § 35.1-23 of the Code of Virginia and the agency’s memorandum of understanding
with the Department of Corrections, local health departments are responsible for conducting
at least one annual unannounced inspection of juvenile justice institutions in order to evaluate
their kitchen facilities, general sanitation and environmental health conditions.
Code Link-35.1-23
Jail inspections:
Pursuant to § 53.1-68 of the Code of Virginia and the agency’s memorandum of understanding
with the Department of Corrections, local health departments are responsible for conducting at
least one annual unannounced inspection of correction facilities in order to evaluate their
kitchen facilities, general sanitation and environmental health conditions.
Code Link-53.1-68
Daycare centers:
At the request of DSS will inspect DSS-permitted daycare centers to evaluate their food safety
operations, wastewater disposal and general environmental health conditions.
(22VAC40-80-160(B)(3))
Radon
Pursuant to § 32.1-229, local health department may assist VDH Central Office with Radon
testing and analysis. Code Link-32.1-229.
Summer camps/ Campgrounds:
Pursuant to §§ 35.1-16 and 35.1-17 of the Code of Virginia and the corresponding regulations,
local health departments are responsible for issuing, denying, and revoking permits to operate
summer camps and campgrounds. The local health department is responsible for conducting
inspections of summer camps and campgrounds not less than annually to ensure that their
construction, operation and maintenance are in compliance with the Regulations for Summer
Camps (12VAC5-440-10 et seq.) and the Rules and Regulations Governing Campgrounds
(12VAC5-450-10 et seq.).

X

X

X

X

X

X

X

X

X

Code Links-35.1-16, 35.1-17

Revised 07/2018

4

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(1.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
OTHER PUBLIC HEALTH SERVICES
BASIC PUBLIC HEALTH SERVICES TO BE ASSURED BY LOCAL HEALTH DEPARTMENTS

The following services performed in accordance
with the provisions of the Code of Virginia, the
regulations of the Board of Health and/or the
policies and procedures of the State Department
of Health
Pre-Admission Screenings (PAS)
DMAS MOA
Code Link- 32.1-330

X

Comprehensive Services Act
Community Policy and Management Teams
(CPMT)
2.2-5201-2.2-5211
Code Link- 2.2-5201, 2.2-5211

X

Interagency Coordinating Council
(Infants/Toddlers)
Early Intervention Services
Code Link- 2.2-5305, 2.2-5306

Revised 07/2018

X

Vital Records
Code Link- 32.1-254, 32.1-255, 32.1-272

X

Immunizations for maternity and post-partum
patients
Code Link-32.1-11, 32.1-325, 54.1-3408.

X

AIDS Drug Assistance Program (ADAP)
Code Link-32.1-11,

X

Emergency Preparedness and Response
Code Link-32.1-42, 32.1-43 et seq., 32.1-229,

X

HIV Counseling, Testing and Referral
Code Link-32.1-37.2

X

5

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(1.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
OPTIONAL PUBLIC HEALTH SERVICES

For Each Service Provided, Check Block for Highest Income Level Served

COMMUNICABLE DISEASE SERVICES

Income
A only

Defined by
Federal
Regulations

All
X

Foreign Travel Immunizations
Other:

CHILD HEALTH SERVICES
Disabled disability Waiver Screenings
DMAS MOA
Code Link-32.1-330Other:

X

Other

MATERNAL HEALTH SERVICES
Other:

FAMILY PLANNING SERVICES

Income
A only

Defined by
Federal
Regulations

All

Income
A only

Defined by
Federal
Regulations

All
X

Nutrition Education
X
Preventive Health Services
X
Pre-Conception Health Care
Other:

MEDICAL SERVICES - Please identify services
Community Education

Income
A only

Defined by
Federal
Regulations

All

X

Other

Revised 07/2018

6

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(1.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
OPTIONAL PUBLIC HEALTH SERVICES

For Each Service Provided, Check Block for Highest Income Level Served

SPECIALTY CLINIC SERVICES - Please identify
services

DENTAL HEALTH SERVICES - Please identify
services

Revised 07/2018

Income
A only

Income
A only

Defined by
Federal
Regulations

Defined by
Federal
Regulations

All

All

7

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(2.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
PUBLIC HEALTH ENVIRONMENTAL SERVICES PROVIDED
UNDER LOCAL ORDINANCE OR CONTRACT

Neither the Code of Virginia nor
Regulations of the Board of
Health
requires the following services
to
be provided by the local health
department

Place an X
in this
column if
service is
provided for
locality

Local
ordinance
code cite

Provide a brief description of local ordinance
requirements

Water supply sanitationInspection of Water Supplies.
Code Link- 15.2-2144 on local
regulation

Other Environmental – identify
services below

Revised 07/2018

8

WAYNESBORO CITY LOCAL GOVERNMENT AGREEMENT, ATTACHMENT A(2.)
VIRGINIA DEPARTMENT OF HEALTH
COMMUNITY HEALTH SERVICES
PUBLIC HEALTH SERVICES PROVIDED UNDER
LOCAL ORDINANCES OR CONTRACT WITH LOCAL GOVERNMENTS
OPTIONAL PUBLIC HEALTH MEDICAL SERVICES

For Each Service Provided, Check Block for Highest Income Level Served
Neither the Code of Virginia nor Regulations of the Board
of Health requires the following services to be provided by
the local health department.
(identify services below)

Revised 07/2018

Income
A only

Local
ordinance
code cite, or
contract
number

All

9

001 City of Waynesboro FY26 LGA (1)
Final Audit Report

2026-03-16

Created:

2025-12-01

By:

Corey Johnson ([email protected])

Status:

Signed

Transaction ID:

CBJCHBCAABAAc2CMDtoDYrspG7S5LRb_Wpx0FI0Xkucv

"001 City of Waynesboro FY26 LGA (1)" History
Document created by Corey Johnson ([email protected])
2025-12-01 - 2:50:17 PM GMT

Document emailed to [email protected] for signature
2025-12-01 - 2:51:00 PM GMT

Email viewed by [email protected]
2025-12-01 - 2:51:09 PM GMT

Email viewed by [email protected]
2026-02-03 - 8:51:24 PM GMT

Email viewed by [email protected]
2026-03-06 - 5:16:28 PM GMT

Email viewed by [email protected]
2026-03-13 - 4:07:09 PM GMT

Signer [email protected] entered name at signing as Michael G. Hamp II
2026-03-13 - 5:01:55 PM GMT

Document e-signed by Michael G. Hamp II ([email protected])
Signature Date: 2026-03-13 - 5:01:57 PM GMT - Time Source: server

Document emailed to Allison Baroco ([email protected]) for signature
2026-03-13 - 5:01:59 PM GMT

Email viewed by Allison Baroco ([email protected])
2026-03-16 - 6:48:42 PM GMT

Document e-signed by Allison Baroco ([email protected])
Signature Date: 2026-03-16 - 6:49:09 PM GMT - Time Source: server

Document emailed to [email protected] for signature
2026-03-16 - 6:49:11 PM GMT

Email viewed by [email protected]
2026-03-16 - 6:49:14 PM GMT

Signer [email protected] entered name at signing as Susan Fischer Davis
2026-03-16 - 9:11:09 PM GMT

Document e-signed by Susan Fischer Davis ([email protected])
Signature Date: 2026-03-16 - 9:11:11 PM GMT - Time Source: server

Agreement completed.
2026-03-16 - 9:11:11 PM GMT