The URL can be used to link to this page

028-09� �: i 'ION OF THE BOARD OF SUPERVISORS OF FREDERICIK COUNTY, VIRGINIA WITH RESPECT TO INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER REVENUE BOND FINANCING FOR SUNSHINE'S PRIDE, LLC AND SUNSHINE'S PRIDE DAIRY, INC. WHEREAS, the Industrial Development Authority of the City of Winchester {the "Authority ") has considered a request of Sunshine's Pride, LLC and Sunshine's Fride Dairy, Inc. {collectively, the "Applicant "), requesting the Common Council of the City of Winchester, Virginia (the "Common Council ") and the Board of Supervisors of Frederick County, Virginia (the "Board of Supervisors ") approve (to the extent required by the applicable Virginia and federal laws oftax- exempt industrial development revenue bonds) the issuance by the Authority of the Authority's revenue bonds in an amount nofi to exceed $7,500,000 (the "Bonds ") to assist the Applicantrn financing or refinancing all or part of the following plan of financing (collectively, the "Plan of Financing ") for -the benef t of the Applicant: (i) to finance or refinance for Sunshine's Pride, LLC, a Virginia limited liability company ( "Sunshine's LLC "), all or a portion of the cost of acquiring, constructing, renovating and equipping an approximately 33,054 square foot, two story facility for the manufacture of cheese and cheese products located on approximately 8.3637 acres of land at 801 North Kent Street, Winchester, Virginia 22601, portions of such building and land being located in the City of Winchester and the County of Frederick {collectively, the "Sunshine's LLC Project "); (ii} to finance or refinance for Sunshine's Pride Dairy, Inc., a Virginia corporation ( "Sunshine's Inc. " }, all or a portion of the cost of equipping the Sunshine's LLC Project (the "Project "); (iii) to fund. a portion of the interest accruing on the Bonds during the constna -coon period, and a reasonable period thereafter, of the Project; and (iv} to pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds; and the Authority has held a public hearing with respect to the Plan of Financing on September 15, 2009; and WHEREAS, Bond Counsel for the Bonds has advised that Section 147 (f) of the Internal Revenue Code of 1986, as amended (the "Code "), provides that the governmental units having jurisdiction aver this issuer of private activity bonds and over the area in which any facility financed with the proceeds of private activity bonds is located must approve the issuance of the bonds and Section 15.2 -4906 of the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the "Act "), sets forth the procedure for such approvals; and WHEREAS, Bond Counsel for the Bonds has advised that Section 15.2 -4905 ofthe Act provides that if a locality has created an industrial development authority, no industrial development authority created by a second locality may Bnance a facility located in the first locality unless the governing body of such first locality concurs with the inducement resolution adopted in connection with such financing by the second locality; and WHEREAS, certain of the facilities to be financed with the proceeds of the Bonds are Iocated in Frederick County and the Board of Supervisors constitutes the highest elected governmental unit of Frederick County; and WHEREAS, following a public hearing held by the Authority, the Authority adopted an inducement resolution {the "Inducement Resolution ") with respect to the Bonds on September 15, 2009 and requested that the Board of Supervisors concur in the Inducement Resolution and approve the issuance of the Bonds by the Authority; and WHEREAS, a copy of the Inducement Resolution, a certificate evidencing conduct of the public hearing {including a reasonably detailed summary of the comments expressed at the public hearing) and a Fiscal Impact Statement have been filed with the Board of Supervisors. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF FREDERICK COUNTY, VIRGINIA: 1. The Board of Supervisors concurs in the Inducement Resolution and approves the issuance of the Bands by the Authority with respect to the facilities located or to be located in Frederick County in order to permit the Authority to assist the Applicant in the financing. 2. The Board of Supervisors' approval of the issuance of the Bonds by the Authority does not constitute an endorsement to a prospective purchaser of the Bonds or the creditworthiness of the Applicant. The issuance of revenue bonds as requested by the Applicant will not constitute a debt or pledge of faith and credit of the Commonwealth of Virginia or Frederick County, and neither the faith and credit nor the taxing power of the Commonwealth of Virginia or any political subdivision thereof will be pledged to the payment of such bonds. I'Jeither Frederick County nor the City of Winchester, shall be obligated to pay the Bonds or the interest thereon or other casts incident thereto. 3. This resolution shall take effect immediately upon its adoption. Adopted by the Board of Supervisors of Frederick County, Virginia this 23r¢ day of September 2009. �o�l�: Richard C. Shickle Aye Gary A. Lofton Aye Gary'�V. Dove Aye Bill M. Ewing AyE Gene E. Fisher AYe Charles S. DeHaven, Jr. AYe Philip A. Lemieux Absent Joh R, l�i ey, Jr. Frede.� ck County Administrator Resolution No.: 028 -09 Ja Tibbs From: Ronald A. Mislowsky [Ranald.Mislawsky @phra.com] nt: Wednesday, September 23, 2009 3:00 PM Jahn Riley Cc: Jay Tibbs; mbryan2 @earthlink.net Subject: FW: Sunshine's Pride Administrative Fee Sohn, In discussions with Board members the issue of the administrative fee spilt has came up. The current proposal is based on the lauilding area in each jurisdiction. We have also looked at the split if the assessed value of the property were taken into account. These values were provided by Mike Bryan based on the current assessment for the band issue. Assessed Value for City land and improvements: $1,916,600 Assess value County land (no improvements assessed in the County): $ 642,900 Using only the assessments it looks like a 75 %/25 %split. But, please note that there is a $5,000,000 investment in equipment far the plant. That severely skews the value to something like 92/8. Also, the City lDA will administer the bands. I think the IDA wants to be fair with the County. It looks like the 85/15 might split the difference in the above, If the bond amount is $7,200,000, the annual fee is $7200. At 85/15, that is $6120 to City IDA and $1080 to the County EDA. 3u think appropriate, can you provide this information to the Board. Thanks for your assistance. Ronald A. Mislowsl<y V P., Dffice Manager Patton Harris Rust &Associates, pc 117 East Piccadilly Street ENinehester, Virginia 22601 P 540.667.2.189 540,665.0493 www.phra.com � C ®UNTO �f I�R�D�RIC Jmhn �e l$aley, �� County Administrator 540/565 -5666 Fax 540f667 -0370 I��E,MQR,AND�J�; E -mail: j riley @ co. Frederick. va.us T(�: Board of Supervisors E1�D11�: John R. Riley, Jr., County Administra SUBJECT: Concurring Resolution re: Winchester dustrial Development Authority Revenue Bonds for Sunshine's Pride Dairy DATE: September 22, 2009 The Board has received a request from the Winchester Industrial Development Authority for approval of a concurring resolution in reference to this issuance of industrial Development Revenue Bonds for Sunshine's Pride Dairy. Sunshine's Pride Dairy of Hicksville, NY intends to purchase the former Rich Foods plant and re -equip the facility for cheese manufacturing. The Dairy will use low interest tax- exempt industrial development revenue bonds to finance the facility. The property is located in bosh the city and county, with approximately 59% of the site being located within Frederick County. Much of this area contains parking lots and driveways. The building also crosses the city -- county boundary with 15% or 13,500 square feet in the county and 85% or 74,600 square feet located in the city. Because a portion of ibis facility is located within Frederick County, state and federal law require that the Board of Supervisors concur with the Winchester Industrial Development Authority's approval of this financing. The requested concurrence does not create any obligation on the part of the County. The bonds will be bonds of the Winchester IDA and neither Frederick County nor the Frederick County IDA will have any Iiability. It should be noted the proposed bond inducement will result in an administrative fee of 1110 of 1% of the outstanding bond principal being returned to the Industrial Development Authority for the issuing jurisdiction each year; however, the applicant has recommended this administrative fee be split based on the proportion of the building located in each jurisdiction. Based on this scenario, 85% of the administrative fee would go to the City IDA and 15 %would be returned to the County IDA. It should be noted that without Board concurrence the Winchester IDA could not assist Sunshine's Pride Diary in obtaining Iow interest tax_ exempt financing for the plant acquisition and renovation. You will find attached: 107 North Kent Street •Winchester, Virginia 22601 1. Concurring Resolution and plat of the Winchester Cold Storage property; 2. Plan of the properly highlighting the portion located in Frederick County; 3. Certif cats of Winchester Industrial Development Authority wish exhibits (i.e. Copy of Certified Notice; Summary of Statements; Resolution }. Representatives for the applicant will be present to answer any question the Board might have. JRR/jet Attachments '- -�'"�� m"" .� �� ` �'� � ~' I i r � 13,526 S.F. BL17G. AREA � IN COUNTY � PREPAftE� BY: — — — — r � PatLon Harris Rust & Associat ®s Engineers. Surveyors. Planners. Landscape Rrchitects. s3rss��sw �m � � .� � ��" suy�o� � 'ie�,�a� � I i7 Eost Piccadilly Street + Winchester, vA 22641 -5tl02 T 54-0.567.2139 F 540.66'5.0493 WCI�Nf77' MAP •� WN l54 -2 -A_! SC.eFFOLD [1CK PAdTrVERS, L.L C -ir- r rMe wromewrAx. srmwx av n s a.seo my ti...cnw rtao xrw sanvcr mwrE+m �wr a xooa a oeoosR�' a mxm u -z � crave[ fiaeo PVd..x.'eaxOr. M fELLt YY �gflxs � �os9CO2oBO "oasM2P Oboe' i�,E o3= M1VU L A ieR yre�eceaNW M(fnES sWrWe ruK blFx r.cCwrtO Frzou Fl[yo 54Q!£f anheMerav wa iM1� t�n. W [�mnc[ W FAxRt§ trul drE vxOFPIFNrcm rmrn£s SINIa CGVPmsc ut � ur1YnEwuw;5mr w �'r'4�r !ne VCaY[o u p� xF�W6�c2xniwt N ✓K 19Gas .tiMLMt1EIf��MAS M.4:ati lFOM /NFCRaur+eN W/fu &E s. �Rwaer rvnnrsxm er u�� nnr wswawcc rnRRaurrwa cixrwruaMr Mo r rssaeu rWm Art rs2e,.'nYc rE w .wxE a, aoea fr am eu ' s veuou• ew€a waM wWCUra rrArr .rare x.o evsu xo"rx tcwE Esrf9:I5MFp er rPS Mmmos � ME.aeaP�RC� 4M un� wrs a t As P%�!A 5 oN_� n5 OEr.vK�� ow e uVS Ps, yyo RVS[L r.>.- r -.r-tA As em Or' IflN4M`SS'IX. naG'A'A rAa a r�+r wc.rmr. ov mr zs -.w. r:,x rucveur eR,wm ro rccRnrcm, �xv, aowcn mw.erc .arm xoruoeR _ o xrcrnvm R� rz� eeecea�xu EWrT' cemrcs orxcc u� aECa eoorc z22.r DACE � ¢ srmmv s nrE iorw�u of rxe w -roar Pxwrs usEMCVr eon rnrzx rMO snu2rs .u.wre me Ewsrau aae,ewer ar rra svaur oeoPCRrr ws svow.v av our or swlvrr or r�r a eeern, cis, urea our y. rte. +rrB RECa�a ,w. r+K rPN£BY'.K [rh. h caexx§ orxCF W Of2a 6dlx See nr aACE lei S SibWN xtRfl%A. ra r.KaixE w4W cwREMtY irc a5c fi ✓r.9Fn reuCN NFM.x, htn r=r<eR ��' PIN r34- 1 -J -lA wsrau¢.xr xa. osocvurs, P7b, on a• wrcxESfEn, "cxu Ir �ot� 123' amS U=n {-+ a� yr �.: T} R�aoL i� Mi¢lp �a Ys- LI wEH Uu A4hdLt uPµt � � ��.n � ,� —.P • �� fl� �j_,�.�._.. r �� ret "mwxr -- eeouw - crrxnsi woxo:we� ar waKa a�eh f 0.Y GeS iwE xASie� .. ulE V4'�E BPS iR]! fl00 SEi� Ora + o'hwYuw w'lr LrvF wr roxxeu m� sTUau �xxx e.wwa; r Wes. rrr vu 'KG' v tl Ove�9 aflF Ivl akrFR .� Mr - wfq vurt n2r � 7 LVA .�R�� C Lr F.',Cs Ci �° �s-"�-� w vs sr-.tt Land Surveyors, P.L.c_ P"° "�;��'� "< or,.0 rn.. � � � m ug{Es Aran eouNDS ar =sr_� . oo..anw w' -' _ xcwni �,. srRCCr Ar me uosr sourxewcr r E � 't"� x mur.+t .�,c w.a n.�ce xw:wc wm tar as uaaw +re's+. srnEn Ew+ me n,xe �� s aa' sr � w- :v - .e � amoc r sr ze� ss' � � xo��sEr rev mxcxE�e �rce .ws.�rm m.w i rsoo scr .r me mvnr.�enEr - SG�rA Krc P,wIxFrS, c •9RM uxi six[er fxo muumvC �' NCAMENLr [fP£ o� mE suo 5 aw �so L L.t lµ0, r m - wyv RCO 4 •r nK ud5r xafirvcrscs c acx Anft+NfRS [.LC uxu d lH£ SA¢l [ � of mL Suo vutRtv�0 .°pa ME IHaef OOttON*ere COVP.Sf -F M�� rS rz+IRaa¢ MoESC�£% a,w Syr Aoo sei tars w 2f' w' rf [ _ f I<Sr +RT Po µ mcw 3e' 2�' tlf� E - 5. eao2 �m M£ SWRArt> xwxr Oi WAY usF ar '.NU�SECaNOMrf x "GRE l@] � Bar'# Rxrc "aM: roIHrTM urg of ME SVO RwRaW rxtl MenvNwc HeM INr M]Rfsm ME RNER Wi'xucx x.EfnfL� >Ar �IneEir[ (Kwnrure BWCx In[x lte5o avo wlwwK oast voR�Ra�r,QgMpro �xur, ae. uxo rnti r"E Nry rou.axmvc cwnsss s ze� as' »' - s2? ++ eEEr ro w �wov +ao mosn�NCr s sr zs' s.- c - ur a2 2rEr m rcre varrr yr erpruuvc,� CSx aAlL.RRAr] f P(N 54 -A - &A �„ a �us+vuw>rr wa vawusse 1 snw. •u, u,mis�cxai. orsmscr tx 4Urx1TY. XRGmA w ua ^sue '^'9 ��E�rz-na 1 w. _,. �_�� SURYEYOR�S CER"RFfCAiE' wn�[�rtn w n4�ie aR++�iES Suni2ti. vwsw�rs mo[. uc rm .ut ofvw n,wms _ �� °�,� TM �E.�,. ,v.:�.��.s:o,,,. Macs.vr � MAr wvur �. sma<rca Mcew nova .mw.n- a rm�x s�.tr iM W .� s emit Owe' °0. � namnx+s>r PlrV Sd- -A -60A RYD£r7 IRUCX RFV7AL, !NC 1 �� J' S5P ��iN I�.i£ �� Nafl 83 i ! F-�` M1P r y� /._ ,r � F ,¢yL / f�YY1 � ,P e� it t ALTA /AGSM LAN/1 i77LE EU174EY BqC ZT� A r.�]C . JC]J/ Ft l+f�L.S OF LW3 SsA1!UrNC mf M4 nAhE OF VdlNCNESTEft COL2] STOFiAGF COt,AFANY 8ai NCP.M KENT STAEEi NSMf:HES is P, `ARGItifA 22601 0.tiE .VEY lr, 2L109 9:AL6 i - =57" � ,� —.P �� j_,�.�._.. r ja f � � °�/� I� i[ K1 f � �'V F 4 / r Wes. a>,c � .� n2r f P(N 54 -A - &A �„ a �us+vuw>rr wa vawusse 1 snw. •u, u,mis�cxai. orsmscr tx 4Urx1TY. XRGmA w ua ^sue '^'9 ��E�rz-na 1 w. _,. �_�� SURYEYOR�S CER"RFfCAiE' wn�[�rtn w n4�ie aR++�iES Suni2ti. vwsw�rs mo[. uc rm .ut ofvw n,wms _ �� °�,� TM �E.�,. ,v.:�.��.s:o,,,. Macs.vr � MAr wvur �. sma<rca Mcew nova .mw.n- a rm�x s�.tr iM W .� s emit Owe' °0. � namnx+s>r PlrV Sd- -A -60A RYD£r7 IRUCX RFV7AL, !NC 1 �� J' S5P ��iN I�.i£ �� Nafl 83 i ! F-�` M1P r y� /._ ,r � F ,¢yL / f�YY1 � ,P e� it t ALTA /AGSM LAN/1 i77LE EU174EY BqC ZT� A r.�]C . JC]J/ Ft l+f�L.S OF LW3 SsA1!UrNC mf M4 nAhE OF VdlNCNESTEft COL2] STOFiAGF COt,AFANY 8ai NCP.M KENT STAEEi NSMf:HES is P, `ARGItifA 22601 0.tiE .VEY lr, 2L109 9:AL6 i - =57" CERTIFIC.I -ATE The undersigned Secretary of the Industrial Development Authority of the City of Winchester (the "Authority ") certifzes as follows: i. A meeting of the Authority was duly called and field on September I5, 2009 at 8:00 a.m. at Rouss City HaII, 15 North Cameroxr Street, Winchester, Virginia, pursuant to proper notice given to each Director of the Authority before such meeting. The meeting was open to the public. The time of the meeting and the place at which the meeting was held provided a reasonable opportunity for persons of differing views to appear and be heard. �� C,E. 2. The,�hairman announced the commencement of a public hearing on the request Sunshine's Pride Dairy, Inc. and Sunshine's Pride, LLC and that a notice of the hearing was published once a week for two successive weeks in a newspaper having general circulation in the City of Winchester, Virginia and the County of Frederick, Virginia (the "Notice "), with the second publication appearing not Iess than seven days nor more than twenty -one days prior to the hearing date. A copy of the Notice is attached as Exhibit A and has been filed with the minutes of the Authority. A summary of the statements made at the public hearing is attached as Exhibit B. 4. Attached as Exhibit C is a true, correct and cotaaplete copy of a resolution (the ' "Resolution ") adopted at such meeting of the Authority by a majority of the Directors present at such meeting. The Resolution constitutes alI formal action taken by the Authority at such meeting relating to matters referred to in the Resolution. The Resolution has not been repealed, revoked, rescinded or amended and is an foil force and effect on this date. WITNESS my hand and the seal of the Authority, this 1 S'h day of September, 2009. dos al Development Authority of the City of Winchester [SEAL] Exhibits: A -Copy of Certified Notice B - Summary of Statements C -�- Reso]ution EXHIBIT A TO CERTIFICATE NOTICE OF PUBLIC HEARING BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER REGARDING THE PLAN OF FINANCING AND REFINANCING OF CERTAIN MANUFACTURING FACILITIES WITH THE PROCEEDS OF THE ISSUANCE OF TAX - EXEMPT BONDS NOTICE IS HEREBY GNEN to all interested persons that the Industrial Development Authority of the City of Winchester (the "Authority ") is considering the approval of a plan of financing and refinancing (the "Flan of Financing ") which will entail the issuance by the Authority from time to time of one or more series of its revenue bonds (the "Bands "), in an aggregate principal amount not exceeding $7,500,000 outstanding at any one time, for the purpose of providing funds fio undertake any or all of the following: (i) to finance or refinance for Sunshine's Pride, LLC, a Virginia limited liability company ( "Sunshine's LLC " }, all or a portion of the cost of acquiring, constructing, renovating and equipping an approximately 33,054 square foot, two story facility for the manufacture of cheese and cheese products located on approximately 8.3637 acres of land at 801 North Kent Street, Winchester, Virginia 22601, portions of such building and land being located in the City of Winchester and the Couniy of Frederick (collectively, the "Sunshine's LLC Project "); (ii) to finance ar refinance for Sunshine's Pride Dairy, Inc., a Virginia corporation. ( "Sunshine's Inc. "), a!1 or a portion of the cost of equipping the Sunshine's LLC Project (collectively, the "Sunshine's Inc. Project" and, together with the Sunshine's LLC Project, the "Project "); (iii} to fund a portion of the interest accruing on the Bonds during the construction period, and a reasonable period thereafter, of the Project; and (iv) to pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds. Please take notice that the Authority will hold a public hearing in the Council Chambers of the Common Council of the City of Winchester, Virginia at Rouss City HaII, 15 North Cameron Street, Winchester, Virginia 22601, on September 15, 2009 at 8:00 a.m., at which time any person may be heard regarding the Plan of Financing, including the issuance of the Bonds or any of the facilities included in the Project or which will be financed or refinanced by the Bonds. Any person wishing to comment in wriiing on the Plan of Financing, including the issuance of the Bonds ar any of the facilities included in the Project or which will be financed or refinanced by the Bonds should do so, within seven (7) days after the second date of publication of this notice, to Michael L. $ryan, Secretary, Industrial Development Authority of the City of Winchester, c/o Bryan &Coleman PLC, I 16 South Braddock Street, Winchester, Virginia 2260I. All persons wishing to speak on this subject may call Mr. Bryan, telephone number: (540) 545 -4130, to be placed on the Speaker's List. INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER September 1, 2009 September 8, 2009 NL3TICE (�F AOBLIC i�EAR1P�G BY THE lielfJUSTRtAL DEVELf3PM1AF.AIi /a1.JTH�RfTY qF THE G1N OF WfNGi-f�STEE3 REC�i3t:71i`!G Tt-tE F?LAAi OF FINANCING AND RPFINANCINE3 OF CERTAIN MAI+it1FACTUI�ItdG FACILtTtES WiTF "ilE PROGEECTS C)F THE fSSCIANCE OF 7"AX- EXEfvtt�T BONf3S NQTiGE fS. NER�SY IVEI~i to a tnter€�stsd p�rsor�s t:hai..the' .it�dustria i'�svelo�imer>t Aukhorlty b#' the :City c iNinohesfei ttfte., "Airtharfty "j'as, consider Ing -,the a�pp.rovat of . a, ;clan o€ j�naru�n mrrd refinancing (the'Plarr.of:;Flrsi3nc'sng" which wilt' t3ritail the issuance_ by the Authority jram ftrtie: to' time o€ one a near'® aeries of Its rev®nue. =bonds {thy °bands " }, •in . art aggregate ;prtncipa amount not- a %csedlrsg �7,50Q,0(J[i Out standing at arry.one time, ftir.the; purposr of providing €untls try undertake any or al of tt'rs follovuing. _ {f) to finance or refiinance to Sunshine °5 Pride, LLC, a Vlrgirila flmitsc lrability company { "Sunshine's fiG " }, al or a portion of the cost of acquiring, cart• strutting, renovating and equippli7g ar approximsttily 33,054 square foot, twc skary facility for the: manufaofurs qi cheese -,and cheese producfs located an appro�eimately 8,3837 acres cif .fend al 807 !North Kent Street, Wirtchest ®r, Vlrgir�a 22801, portions t# siirti buitding and land being latiafed fn 'tize;'Ciiy of tN.inchesfer and ti?e< �uniy of'�rederlck {di�tlect':ve; ;.y the ' "Sunstiihe's LLC P:raje�cC') {i� to .f€ €Hance or sEfitaanoe far �un�hlne's: Wrlde i�alry, I.nc.. a';�rginf& Cc�rptiratiori.{ "Sunshine's. inc "},`.aft or a pvrtlnra €if the cast a€ egt�lppirlg the 5unshlnB's LI.0 Prflject (collectively, the "��rFShine`s' Enc. Project" arid; together the 5unshtrie's LLC Project, the ,sect °j; {if €) to €und a portion of the ifrtersst acc�inr� on the Bands tithing the canstn�ction period, arrd a reasanabte periad the after, c?f the Projsct; °.and (rv} to pay certain expenses incurred in con - nection with the authortzation, issuance and sale of the Bands. Please talcs notice that the Aulhort#y wlf hold a public hearing in the Caui�tt Ghambsrs of tl�s Common Gaunttf of tfie City esE Winchester, Yrginla at Roues City hfall, 15 North Cameron Street, Winchester, Virginia 22601, an September 75, 2009 at $.q0 a.m., of wftieh time any parson may be heard regarding the Pian of Financing, €nciud- log the issuance of the 8ortds br any of the iaGiliiles included in the Project or which will tre financed ar refinanced by the Bands. Any person wishing to comment in writing on the Plan of Financing, Includ- ing'fhe Issuance of Use Bonds or arty of fhb taeiliiles InGuried In the Project or which will be financed or refnaneed iyy the Hoods should do so, within seven (7) days niter the second dais of pubiitatfan �t this notice, fa fVlfchaet L. Bryan, ascretary, Industrial i7evelopment Ruthority of the City of Winchester, c!o 3ryara & Gdlernan PLG, 178 South 3raddock Street, Winchester, Virginia ?2607. All persons wishing to speak on his subject rraay call Mr. Bryan, tele- rh number: {';403 545 -4130, to be d � the Spaaker`5 List. INDUSTF?tAL DEVELC1PhiiEN'i AllTHOFifiY t71" 7HE CITY OF WENGHESi'!"R �eptembvr 1, 2E109 �eptemtser 8, 205 _ � r�.. ' "'li, :� ��1.e �Incl�es t�� S t�.r a �s �, CEI2TIl3`IC�.'TF CAF Pi.)BLICATjC1N We certii�ed that tl�e attached advertist�ent t in the cause of: � �=� - ; �°�; F' __ f appeared in The Winchester Scar, a newspa- per published in the City of Winchester, Virginia, with a general eirculat%on over Z3,Of}i? in the areas of the City in Winchester, and the counties of PredericiC, Clarke and. Warren, Virgi»ia. ' ' r° h .�I�l7e3ttlre:_ � i ?. �,.k f ��'x..i`)�� -�_., Title: :_. i'�...` ��..,�� -., • . Frvt l �:: r.p . ...,. �,, mate " "^.. �„ *� *� STATE OF'VIRGINIA tatty Of Wtnchester .. ° �.- -. .� f� �c'.•, Sx�i�rn and s`ii� � ##_))jrr+� e`yhcf re mc, r .� _ J{ ;S P• j Fr y_� r,.,k s • .S ' �!. Nciiary Public ,t�' �;,�'R ' ! `'Y ,� y ��. . ��1 �� ear, .'' _ � �`,.: "� t� {,'iii:': "i'i:'.,. .. - z rvQ�xrt� ��Nrsr�E�T' wiNex�sr�,'��vrRCfnr�� z�sot )1?�HIBIT B TO CERTIp"ICATE Summary of Statements Representatives of Sunshine's Pride Dairy, Inc. anti Sunshine's Pride, LLC appeared before the Authority to explain the proposed plan of financing. No one appeared in opposition to the proposed bond iSSll�. EXHIBIT C TO CERTIFICATE September 15, 2009 Common Council City of Winchester, Virginia Winchester, Virginia Board. of Supervisors Frederick County, Virginia Winchester, Virginia Industrial Development Authority of the City of Winchester Proposed Plan of Financing for Sunshine's Pride Dairy, Inc. and Sunshine's Pride, LLC Sunshine's Pride Dairy, Inc. and Sunshine's Pride, LLC (collectively, the "Applicant "), have requested that the Industrial Development Authority of the City of Winchester (the "Authority ") recommend approval to the Common Council of the City of Winchester, Virginia (the "Council ") and {to the extent required by the applicable Virginia and federal laws of tax - exempt industrial development revenue bonds) the Board of Supervisors of Frederick County, Virginia (the "Board of Supervisors °) of the issuance by the Authority of its revenue bonds {the "Bonds ") in an amount not to exceed $7,504,000 to assist the Applicant in financing and refinancing all ox part of the following plan of financing {collectively, the "Plan of Financing " °} for the purpose of providing funds to undertake any or all of the following: (i) to finance or refinance far Sunshine's Pride, LLC, a Virginia limited liability company ( "Sunshine's LLC "), all or a portion of the cost of acquiring, constructing, renovating and equipping an approximately 33,054 square foot, two story faciliiy for the manufacture of cheese and cheese products located an approximately $.3637 acres of land at 801 North Kent Street, Winchester, Virginia 22601, portions of such building and land being located in the City of Winchester and the County of Frederick (collectively, the "Sunshine's LLC Project "); (ii) to finance or refinance for Sunshine's Pride Dairy, Inc., a Virginia corporation ( "Sunshine's Inc. "), al] or a portion of the cost of equipping the Sunshine's LLC Project (collectively, the "Sunshine's Inc. Project" and, together with the Sunshine's LLC Project, the "Project "); (iii} to fund a portion of the interest accruing an the Bonds during the construction period, and a reasonable period thereafter, of the Project; and (iv) to pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds. As set forih in the resolution of the Authority attached hereto, the Authority has agreed to issue the Bonds as requested. The Authority has conducted a public hearing on the Plan of Financing and has recommended that the Council approve the Project and the issuance of the Bonds as required by Section 147(f) of the Internal Revenue Code of 19$6, as amended (the "Code "), and Section 15.2 -4906 of the Code of Virginia of 1950, as amended (the "Virginia Code " }. Because a portion of the Bonds will be used to finance facilities to be located in Frederick County, Virginia, Section 15.2 -4905 of the Virginia Code, and Section 147 of the Code, require the concurrence by the Board of Supervisors with the issuance of the Bonds as described in the resolution adopted by the Authority on September 15, 2009 {the "Inducement Resolution ") and the Board of Supervisors' concurrence with such Inducement Resolution. The Authority has recommended (to the extent required by the applicable the Virginia and federal Iaws of tax - exempt industrial development revenue bands) that the Board of Supervisors concur in the Inducement Resolution and approve the issuance of the Bonds as required by the Code and Virginia Code Section 15.2 -906. The Authority makes its recommendations with the understanding that such approvals and concurrences by the Council and the Board of Supervisors shall not (a) constitute an endorsement to any prospective purchasers of the Bonds or the creditworthiness of the plan of financing or the Applicant; (b} create any liability on the part of the Council or the Board of Supervisors; and (c) taunt toward any state or federal limits on the amount of bonds that the City of Winchester or Frederick County may issue.. The Authority has recommended that the Board of Supervisors concur in the Inducement Resolution and approve the issuance of the Bonds as required by the Code and Virginia Code Section 15.2 -4906. Attached hereto is {l) a copy of the Inducement Resolution, {2) a certificate evidencing the conduct of the public hearing and the action taken by the Authority, {3) the Fiscal Impact Statement required pursuant to Virginia Code Section 15.2 - 4907, and {4) the forms of resolution suggested by counsel to evidence the approvals and concurrences o ounc� e oard of Supervisors. cr ndu 'al D opment Authority of the City of Winchester 2 INDUCEMENT RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER WHEREAS, the Industrial Development Authority of the City of Winchester {the "Authority "') is a pa]iticaI subdivision of the Commonwealth of Virginia and is authorized under Chapter 49; Title 15.2, Code of Virginia of 1950, as amended (the "Act "), to enter into loan agreements, contracts, deeds and other instruments for the purpose of financing or refinancing certain facilities, including manufacturing facilities to the end that the Authority may promote industry and develop trade, and to issue its revenue bonds far the purpose of carrying out any of its powers; and. WHEREAS, Sunshine's Pride, LLC ( "Sunshine's LLC "} is a limited liability company duly organized and validly existing under and by virtue of the laws of the Commonwealth of Virginia, which owns or will own reai estate and/or equipment located in the City of Winchester, Virginia and the County of Frederick, Virginia to be used in the manufacture of cheese and cheese products; and WHEREAS, Sunshine's Pride Dairy, Inc. ( "Sunshine's Inc. ") is a corporation duly incorporated and validly existing under and by virtue of the laws of the Commonwealth of Virginia, which owns and operates or will own and operate facilities located or to be located in the City of Winchester, Virginia and the County of Frederick, Virginia to be used in the manufacture of cheese and cheese products; and WHEREAS, Sunshine's LLC and Sunshine's Inc. have requested the Authority to consider the approval of a plan of financing and refinancing (the "Plan of Financing ") which will entail the issuance by the Authority from time to time of one or snore series of its revenue bonds (the "Bonds "), in an aggregate principal amount not exceeding $7,500,000 outstanding at any one time, for the purpose of providing £ands to undertake any or alI of the following: (i} to finance or refinance for Sunshine's LLC, all or a portion of the cost of acquiring, constructing, renovating and equipping an approximately 33,054 square foot, two story facility for the manufacture of cheese and cheese products located on approxizx►ately $.3637 acres of land at 801 North Kent Street, Winchester, Virginia 22601, portions of such building and land being located. in the City of Winchester and the County of Frederick (collectively, the "Sunshine's LLC Project "j; (ii} to finance or refinance for Sunshine's Inc., all or a portion of the cost of equipping the Sunshine's LLC Project (collectively, the "Sunshine's Inc. Project" and, together with the Sunshine's LLC Project, the "Project "); (iii) to fund a portion of the interest accruing on the Bonds during the construction period, and a reasonable period thereafter, of sloe Project; and (iv) to pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds; and WHEREAS, Sunshine's LLC and Sunshine's Inc. have described the benefits of the Plan of Financing and have requested the Authority to agree to issue its revenue bonds, under the Aet, in such amount ar amounts as may be necessary to provide funds to undertake the Flan of Financing; and WHEREAS, prior to the issuance of the Bonds, it is required by state and federal law that a public heaxing be held during which members of the public are given an opportunity to express their views on the proposed issuance of the Bonds; and WHEREAS, a public hearing in connection with the Plan of Financing and the issuance of the Bonds was held by the Authority today at 8:00 a.m. at the beginning of the meeting at which this resolution is being considered and adopted; and WHEREAS, the Common Council of the City of Winchester, Virginia (the "Winchester City Council" }must first approve the PIan of Financing and the issuance of the Bonds by the Authority; NOW, THEREFORE, SE TT 1Z)ESOL,VLI� by the Industrial Development Authority of the City of Winchester: _ 1. It is hereby found and determined that the Plan of Financing will promote industry and develop trade in the City of Winchester, Virginia and surrounding areas, will be in the public interest and will be consistent with the purposes of the Act. 2.. To induce Sunshine's LLC and Sunshine's Inc. to undertake the Project, the Authority hereby agrees, subject to required approvals and the compliance of the proposed issue with applicable law, to assist Sunshine's LLC and Sunshine's Inc, in every reasonable way to finance the Project and, in particular, to undertake the issuance of the Bonds therefor, upon terms and conditions to be agreed upon by the Authority, Sunshine's LLC and Sunshine's Inc. The Authority will enter into such agreements and other instruments necessary to provide payments to the Authority sufficient to pay the principal of and premium, if any, and interest on the Bonds and to pay all other expenses in connection with the Project. The Bonds shall be issued in such forms and pursuant to such terms as shall be hereafter set by the Authority. 3. It having been represented to the Authority that it is necessary to proceed with the Project, the Authority hereby agrees that Sunshine's LLC and Sunshine's Inc. may proceed with plans for the Project, enter into contracts for the acquisition, construction and equipping of the Project and take such other steps as Sunshine's LLC and Sunshine's Inc. may deem appropriate in connection therewith, provided that nothing herein shall be deemed to authorize Sunshine's LLC or Sunshine's Inc. to obligate the Authority without its consent in each instance to the payment of any monies orthe performance of any acts �in connection with the Project. The Authority agrees that Sunshine's LLC and Sunshine's Inc, may be reimbursed from the proceeds of the Bonds for all costs so incurred by Sunshine's LLC and Sunshine's Inc, in connection wish the acquisition, construction or equipping of the Project to the extent permitted by law. 4. Pursuant to the authority granted to it by the Act, the Authority hereby approves the Plan of Financing, including the issuance by the Authority of the Bonds in an aggregate principal amount not exceeding $7,500,000 outstanding at any one time, to provide fiords for the purpose of undertaking the Plan of Financing and the Project. S. All costs and expenses in connection with the financing of the Project, including tl�e fees and expenses of bond counsel, shall be paid from the proceeds of the Bonds to the extent permitted by law. If for any reason the Bonds are net issued, it is understood that all such expenses shall be paid by Sunshine's LLC and Sunshine's Inc. and that the Authority shall have no responsibility therefor. 5. In adopting this resolution the Authority intends to take "official action" toward the issuance of bonds within the meaning of the regulations issued by the Internal Revenue Service pursuant to Sections 103 and loll through 150 ofthe Internal Revenue Code of 1986, as amended. 7. The Authority hereby requests, with respect to such pardons of the Project located or proposed to be located in the County of Frederick, Virginia that the Board of Supervisors of Frederick County, Virginia concur with the adoption by the Authority of the terms of this resolution inducing Sunshine's LLC and Sunshine's Inc. to undertake the Project and relating to the issuance of the Bonds therefor. 8. The Authority hereby recommends chat the Winchester City Council approve the Plan of Financing and the issuance of the Bonds. 9. The Chairtr�an or Vice Chairman and the Secretary of the Authority are hereby authorized and directed to deliver to the Winchester City Council and the Board of Supervisors of Frederick County, Virginia {i) a reasonably detailed summary of the comments expressed at the public hearing held in connection with the Plan of Financing and the Issuance of the Bonds, (ii) a fiscal impact statement concerning the Bonds in the form specified in Section 15.2 -4907 of the Act and {iii) a copy of this resolution.., which constitutes the reco�annnendation of the Authority that the Winchester City Council and the Board of Supervisors of Frederick County, Virginia approve the Plan of Financing and the issuance of the Bonds. Such officers are further authorized and directed to assist Sunshine's LLC, Sunshine's Inc. and bond counsel in completing appropriate applications far required allocations of volume cap far the Bonds. l0. The Authority shall perform such other acts and adopt such further resolutions as may be required to implement its undertakings as hereinabove set forth. 11. This resolution shall take effect immediately upon its passage. 3 CERTIFICATE The undErsigned Secretary of the Industrial Development Authority of the City of Winchester (the "Authority ") certifies that the foregoing is a true, correct and complete copy of a resolutian adopted by a majority of the Directors of the Authority present and voting at a meeting duly called and held on Septenr�ber 15, 2009, in accordance with law, and that such resolutian has not been repealed, revoked, rescinded or amended but is in full force and effect on this date. [SEAL] WITNESS the following signature and seal of the Authority, this 15th day of September, 2009. cre e ust al Development Authority of the City o inchester 4 FISCAL IlO�ACT STATIJIVIEI�T'I` September 15, 2009 Applicant: Sunshine's Pride Dairy, Inc. and Sunshine's Pride, LLC Facilities: Manufacturing Facilities in the City of Winchester, Virginia and the County of Frederick, Virginia l . Maximum amount of financing sought. $7,500,000 2, Estimated taxable value of the facility's real $5,300,000 property to be constructed in the locality, 3. Estimated real property tax per year using $ 40,810 present tax rates. 4. Estimated personal property tax per year using $ 24,000 present tax rates. 5. Estimated merchants' capital tax per year using NIA present tax rates. 6. (a) Estimated dollar value per year of goods that $5,000,000 will be purchased from Virginia companies within the locality. {b} Estimated dollar value per year of goods that $10,000,000 will be purchased from non- Virginia companies within the locality. (c} Estimated dollar value per year of services $1,000,000 that will be purchased from Virginia companies within the locality. (d} Estimated dollar value per year of services that $ 1,000,000 will be purchased from non - Virginia companies WlthIn the IOGalxty. 7. Estimated number of regular employees on year 100 round basis. 8. Average annual salary per employee. $ 20,004 � _ -' � '` an, Industrial e pment �'A tharity of the City of Winchester 19884758. i RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF WINCHESTER, VIRGINIA AUTHORIZING THE ISSUANCE, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED S7,5Q0,000, BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF TPIE CITY OF WINCHESTER OF ITS ECONOMIC DEVELOPMENT REVENUE BONDS (SUNSHINE'S FRIDE DAIRY, INC.), SERIES 20U9 WHEREAS, the City of Winchester, Virginia (the "City ") is a political subdivision of the Commonwealth of Virginia exercising public and essential governmental functions pursuant to the Constitution and the laws of the Commonwealth of Virginia; and WHEREAS, the Industrial Development Authority of the City of Winchester {the "Authority ") is a political subdivision of the Commonwealth of Virginia and is authorized under Chapter X19, Title 15.2, Code of Virginia of 1950, as amended (the "Act "), to enter into loan agreements, contracts, deeds and ocher instruments for the purpose of financing or refinancing certain facilities, including manufacturing facilities, to the end that the Authority promote industry and develop trade, and to issue its revenue bands for the purpose of carrying out any of its powers; and WHEREAS, Sunshine's Pride, LLC ( "Sunshine's LLC ") is a limited liability company duly organized and validly existing under and by virtue of the laws of the Commonwealth of Virginia, which owns or will own real estate and /or equipment Iocated in the City and in the County of Frederick, Virginia {the "County "} to be used in the manufacture of cheese and cheese products; and 'WHEREAS, Sunshine's Pride Dairy, Inc. ( "Sunshine's Inc. ") is a corporation duly incorporated and validly existing under and by virtue of the laws of the Commonwealth of Virginia, which awns anal operates or will own and operate facilities Iocated or to be located in the City and in the County to be used in the manufacture of cheese and cheese products; and WHEREAS, ii�e Authority has by resolution adopted on September 15, 2009 (the "Authority Resolution "} approved a plan of financing and refinancing (the "Plan of Financing ") which will entail the issuance by the Authority frnm time to time of one or mare series of its revenue bonds (the "Bonds "), in an aggregate principal amount not exceeding $7,500,000 outstanding at any one time, for the purpose of providing funds to undertake any or all of the following: {i) to finance or refinance fnr Sunshine's LLC, all or a portion of the cost of acquiring, constructing, renovating and equipping an approximately 33,054 square foal, two story facility far the manufacture of cheese and cheese products located on approximately $.3637 acrES of Iand at $01 North Kent Street, Winchester, Virginia 22601, portions of such building and land being located in the City and in the County (collectively, the "Sunshine's LLC Project "); (ii} to finance or refinance far Sunshine's Inc., all or a portion of the cost of equipping the Sunshine's LLC Project (collectively, the "Sunshine's Inc. Project" and, together with the Sunshine's LLC Project, the "Project "); (iii) to fund a portion of the interest accruing on the Bonds during the construction period, and a reasonable period thereafter, of the Project; and (iv) to pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds; and WHEREAS, on behalf of the City, the Authority held a public hearing on September 15, 2009 with respect to the issuance of the Bonds in accordance with state and federal law; and WHEREAS, the Common Council of the City of Winchester, Virginia (the "Winchester Common Council ") must first approve the Plan of Financing and the issuance of the Bonds by the Authority; and WHEREAS, the Authority has delivered or caused to be delivered to the Winchester Common Council the following: (i) a reasonably detailed summary of the comments expressed at the public hearing held by the Authority in connection with the Plan of Financing and the issuance of the Bonds, (ii} a (seal impact statement concenzing the Project and the Bonds in the form specified by Section 15.2- 4907 of the Act, and (iii) a copy of the Authority Resolution, which constitutes the recommendation of the Authority that the Winchester Common Council approve the PIan of Financing and the issuance of the Bonds; and WHEREAS, the Winchester Common Council has determined that it is advisable and in the best interest of the City to approve the Plan of Financing, including the issuance by the Authority of the Bonds in an aggregate principal amount not exceeding $7,SQ0,000 outstanding at any one time, to promote industry and develop trade; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Winchester, Vie °ginia: 1. The Winchester Common Council hereby approves the Plan of Financing, including the issuance by the Authority of the Bonds in an aggregate principal amount not exceeding $7,500,000 outstanding at any one time, to provide funds for the purpose of undertaking the Plan. of Financing and the Project. 2. The Mayor, the Clerk and any Deputy Clerk of the Winchester Common Council are hereby authorized and directed, acting jointly or separately, on behalf of the City, to take all action necessary or desirable, including the execution of any documents, to consummate the Plan of Financing and the issuance of the Bonds. 3. The approval of the PIan of Financing and the issuance of the Bonds, as required by Section 147 {f) of the Internal Revenue Code of 1986, as amended, and the Act, does not constitute an endorsement to any prospective purchaser of the Bonds of the creditworthiness of Sunshine's LLC or Sunshine's, Inc. and, as required by the Act, the Bonds shall provide that neither the Commonwealth of Virginia, the City nor the Authority shall be obligated to pay the principal of, the redemption premium, if any, or the interest on the $ands or other costs incident thereto except from the revenues and funds pledged therefor and neither the faith or credit nor the taxing power of the Cornznonwealth of Virginia, the City nor the Authority shall be pledged thereto. 4. This resolution shall take effect immediately upon its passage. Dated: September 22, 2009 ATTEST: I..etlGla M. Chavez Deputy Clerk of the Cornmon Council 2 _. � / - — �� ' A - . .� � sli i � � d< — i 3 �... -� : . A � J- _ -� _ 1 i _ i,, �(, _..Q l !'..i,�r7�1 s -.- ))'pi d _ ,�� "i.y� �' ��`� ,�` —�` -_J�� - 7v \`E~�,\�`1`f�;�L l �J r.. � f si \� -. �� — .= � ,liJ�" � 1�� `. �J" �,�}�=��`1� �rr''� _ `� � '� "t�1'` (�� J' 1� �:_ os, �l'a � t�. �� `<<( �_ }, � r. �� v � � ' :. �--�' ) �' � �� r—r/ leas �-� ,_ � , �� - �- f'} f �. �� A�� ._4..i ��Z �/� `yi�'�- � ��L�� ]] V -ll�i i;.tl� �, 11 =` �r� y �t.�l �� , V \ \'�.�� j�— � �'_ --�� i�i �1 � -� 1 �l f it -�?� r � � � �`;\�� \.,�� - i1 � °4(�- '� 4� ,[f�l �(.✓ s�' � � , � i%� ��! C V, �� z �1 i !rr _, i }� �� % �� - � - �. _ � ` � j :. C/ II .. �� ,� ;G � SF / �J � y''..�t'�LV� ` �l 7��\ Y1V1 � �'� \C.l 1�1� -�J `�.�., � - f _ `�+ jV� ;� -��f � .�. ,� (� r -. ...� 'l�; � ��,�. -J�.� �'� l c— X13 �� - !3i l 9 � _ —�- /�� _ � �� - � a II r /J �fV 14�� J V � 4i� � 1�� j J� �^ :,� 1 ir�, I } F; t} -� .. t7 eW' � � _ !! I y � �, t I \ I 1 1 � V "- � � - � �- -� I r:� v�� „(jL 1 � � � } �� , 1:'��.` �� I fir,. V � f � ..�� T �1M ,`. _J` 1, �/ f f(y,% (� '' l ..'� f ! � ` ) _ �_, G y 1 � ��,� `�:, �� , � �— JS� �_ � tl J((jrI�1� � �� C f � ;�� s �- ��—��j � l `� � �).^ �`� _ � , � \ ` i a _ l i1 I ♦ .! / � � rw`' _ ' �� " � � � % �t1,� ' � rti- ^1 1 j"—', � �(1(y'/f/.Yr� 1 �^-. � � Il� � � (��[ f r�7 � � �� s� � V � i 4- � l t � %� � � � 11 }4 t "mil � -�SJ. �` '�'� � - �- -. `�. �`J�� €L. ii'.f� D � -\ �`� ✓�.��F _ r \1 L'41 l``.� /�4� Cr.. JJI- 1')�1��fl r - �l�J�l�`� - �,� >�, j��,�� ,,(}; �, -,- (/ , w;l j.� 6a3� � �� ;-�.: `��,`�� Clarke ��ur� , �, J}��`}'\��J, p �1�� i� ' � `�� \� `�;`�,�� f'11i �� !� !"' �`�� /`� / j- � �1� }�' +1e 5� !!} ��j \ \1 �� Y rr ,iv, i i, � �� d ^�� , ,)r _ , . � s 7 �� J�''`� �.� _ qqti��— � �, _—�� x.1:1 ��.: _ � ; , r. �1�4� \. � It ��: �.t .��. � � ""_` U �� ti � jf� �� } r� �� r�,1��1� ;ti�� \� 1�4� „f_i' �� > - - I/�. �5 �_ _ � � � ��,'�' 4 � 0 fl.�25 0.25 0.5 €N118S 77 _ �, � - �u