Economic Development Authority

AGENDA City of Williamsburg Economic Development Authority Wednesday, January 8, 2025 A meeting of the Economic Development Authority will be held Wednesday, January 8, 2025 in the 401 Lafayette Street Large Conference Room commencing at 3:00 PM. Page I. CALL TO ORDER II. ROLL CALL III. APPROVAL OF MINUTES A. December EDA Minutes IV. REVIEW FINANCIAL STATEMENTS A. December EDA Financial Statement 3 V. CHAIRMAN REPORT A. Commercial Vacancy Overview - Quarterpath and The Edge District VI. ECONOMIC DEVELOPMENT DEPARTMENT REPORT A. Revenue Sharing Incentive Program Update Total Incentives to Date: $615,088.74 Net New Taxes to City: $1,647,595.29 VII. OLD BUSINESS VIII. NEW BUSINESS A. Colonial Williamsburg Bond Resolution - Chris Kulp, Hunton Andrews 4 - 16 Kurth LLP IX. LIAISON REPORT A. Business Roundtable – Ms. Vanhoozier 17 B. The Edge District – Mr. Willey 18 C. Tourism Development Grant Review Committee – Mr. Crawford – No Report D. Williamsburg Public Art Council (WPAC) – Ms. Ramsey 19 Page 1 of 20  E. Eastern Virginia Regional Industrial Facilities Authority (EVRIFA) – Ms. Ramsey – No Report F. Planning Commission – Mr. Tarley – No Report G. City Council – Ms. Ramsey 20 X. NEXT MEETING Wednesday, February 12, 2025, at 3:00 PM in the Stryker Center (412 N Boundary Street). XI. ADJOURN Page 2 of 20  Economic Development Authority Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual - Economic Development Authority For the Period ended December 31, 2024 FY 2023 FY 2024 FY 2025 FY 2025 FY 2025 Variance Year to date Year to date Budget Month to date Year to date to Budget Beginning Fund Balance $452,734.08 Bond Fees Received $8,550.00 $7,912.50 $6,083.00 $0.00 $7,256.25 ($1,173.25) Contribution from City $110,000.00 $110,000.00 $110,000.00 $0.00 $110,000.00 $0.00 Business Roundtable Revenue $1,830.89 $1,203.65 $2,000.00 $50.00 $732.29 $1,267.71 Existing Business Program $3,643.20 $0.00 $0.00 $0.00 $0.00 $0.00 Rental Income - Capitol Landing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Interest Earnings $10,285.98 $15,424.98 $10,000.00 $1,168.26 $7,132.74 $2,867.26 Xfer from City-Tax Incentives $19,611.94 $69,239.92 $220,000.00 $0.00 $0.00 $220,000.00 Transfer from EDA Designated Funds $0.00 $0.00 $37,297.00 $0.00 $0.00 $37,297.00 Transfer from Reserves $0.00 $0.00 $0.00 $0.00 $0.00 Total Operating Revenue $153,922.01 $203,781.05 $385,380.00 $1,218.26 $125,121.28 $260,258.72 Legal Fees $0.00 $0.00 $2,000.00 $0.00 $0.00 $2,000.00 Professional Services - Audit $2,200.00 $0.00 $9,300.00 $0.00 $0.00 $9,300.00 Professional Services - Consultants $5,000.00 $0.00 $3,000.00 $0.00 $540.19 $2,459.81 Board Expenses $211.19 $630.37 $3,000.00 $16.75 $65.67 $2,934.33 Marketing $4,430.74 $3,410.23 $16,500.00 $388.82 $3,375.24 $13,124.76 Existing Business Program $16,179.96 $14,200.24 $19,750.00 $0.00 $0.00 $19,750.00 Business Roundtable $3,466.03 $2,692.39 $2,500.00 $501.00 $1,877.25 $622.75 Postage $5.77 $0.00 $780.00 $0.00 $0.00 $780.00 Insurance $2,209.00 $2,425.00 $2,550.00 $0.00 $2,551.00 ($1.00) Rental Property - Capitol Landing $2,110.85 $1,892.98 $3,000.00 $189.18 $1,122.88 $1,877.12 New Business Recruitment $2,393.58 $16,702.54 $37,000.00 $0.00 $7,822.68 $29,177.32 Go Virginia Project $12,000.00 $12,000.00 $12,000.00 $0.00 $12,000.00 $0.00 Downtown Vibrancy Implementation $0.00 $0.00 $7,000.00 $0.00 $210.00 $6,790.00 Regional Entrepreneurship $41,042.50 $41,042.50 $42,000.00 $0.00 $1,542.50 $40,457.50 Tax Incentive Payments $63,015.28 $25,836.58 $220,000.00 $0.00 $0.00 $220,000.00 Contingency $0.00 $0.00 $5,000.00 $0.00 $0.00 $5,000.00 Total Operating Expenses $154,264.90 $120,832.83 $385,380.00 $1,095.75 $31,107.41 $354,272.59 7/1/24 FY 2025 FY 2025 FY 2025 FY 2025 Current Reserve Revenues Revenues Expenses Expenses Reserve Assigned Unassigned Designated Programs using Reserves Balance Month to Date Year to Date Month to Date Year to Date Balance Reserves Reserve Business Grants $44,619.65 $0.00 $0.00 $0.00 $2,705.38 $41,914.27 $0.00 $41,914.27 Wmsbg Celebrates Art $8,702.15 $0.00 $0.00 $0.00 $0.00 $8,702.15 $0.00 $8,702.15 Public Art Sculpture Program $7,255.04 $0.00 $0.00 $0.00 $0.00 $7,255.04 $0.00 $7,255.04 Downtown Vibrancy - Main Street Implementation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Downtown Vibrancy - Downtown Tree Illumination $50,000.00 $0.00 $0.00 $0.00 $0.00 $50,000.00 $50,000.00 $0.00 Demolition Program $135,348.13 $0.00 $0.00 $0.00 $0.00 $135,348.13 $0.00 $135,348.13 $245,924.97 $0.00 $0.00 $0.00 $2,705.38 $243,219.59 $50,000.00 $193,219.59 Ending Fund Balance $544,042.57 Unassigned Reserves $300,822.98 Reserve Policy(10% of Annual Budget) $38,538.00 Unassigned Reserves Available $262,284.98 Cash $214,007.16 LGIP Investments $286,632.07 Accounts Receivable FY24 Accruals $186,107.35 Accounts Payable FY24 Accruals ($142,704.01) Total Fund Balance $544,042.57 Page 3 of 20  Economic Development Authority Agenda Item Summary Meeting Date: January 8, 2025 Staff Contact: Yuri Matsumoto, Director of Economic Development & Tourism Agenda Item Wording: Colonial Williamsburg Bond Resolution - Chris Kulp, Hunton Andrews Kurth LLP Background Information: The attached draft resolution has been prepared and submitted by Chris Kulp, an attorney with the law firm of Hunton Andrews Kurth, LLP, bond counsel for The Colonial Williamsburg Foundation. As stated in the draft resolution, the Williamsburg EDA issued its tax-exempt revenue note (Series 2013) for the benefit of The Colonial Williamsburg Foundation, the net proceeds of which were loaned by the Williamsburg EDA to the Colonial Williamsburg Foundation to be used toward improvements of the Foundation’s properties in the City of Williamsburg, Virginia. For reasons not reflected in the draft resolution it has been deemed desirable to amend various terms of certain documents pertinent to the note and the loan to the Foundation, and the purpose of the resolution is to authorize the EDA’s Chair or Vice Chair to sign the amendatory documents and its Secretary to affix and attest the EDA’s official seal thereon. The existing note and related documents specifically provide that neither the EDA, its directors nor the City of Williamsburg is liable for payment of the note and that it is to be paid exclusively with monies generated by the financed project. In reviewing and approving the amendatory documents, the EDA’s attorney must be satisfied that the EDA, its directors and the City remain insulated from liability. Kevin White, an attorney with Butler Snow LLP, serves as bond counsel for the Williamsburg EDA and has reviewed these documents. Based on the resolution and the accompanying Third Amendment to Note Purchase Agreement and Loan Agreement, it has been confirmed that the EDA, its directors and the City remain insulated from liability. Previous Relevant Action: February 13, 2013 – Series 2013 Bond issued by the Williamsburg EDA to the Colonial Williamsburg Foundation February 19, 2020 – The Williamsburg EDA approved a resolution amending the interest rate and other related provisions for the Series 2013 Bond February 8, 2023 – The Williamsburg EDA approved a second resolution amending the interest rate and other related provisions for the Series 2013 Bond Staff Recommendation: That the EDA authorize the Chair or Vice Chair to sign the amendatory documents and to authorize the EDA Secretary to affix the EDA’s seal upon the documents. Sample Motion: I move to authorize the Chair or Vice Chair to sign the amendatory documents and to authorize the EDA Secretary to affix the EDA’s seal upon the documents. Page 4 of 20  RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WILLIAMSBURG, VIRGINIA, AUTHORIZING AMENDMENTS TO ITS REVENUE NOTE (THE COLONIAL WILLIAMSBURG FOUNDATION PROJECT), SERIES OF 2013, AND RELATED LOAN AGREEMENT WHEREAS, the Economic Development Authority of the City of Williamsburg, Virginia (the “Authority”), has previously issued its Revenue Note (The Colonial Williamsburg Foundation Project), Series of 2013, as amended (the “Note”), and loaned the proceeds to The Colonial Williamsburg Foundation (the “Borrower”) pursuant to a Note Purchase Agreement and Loan Agreement dated as of February 1, 2013, as amended by (a) a First Amendment to Note Purchase Agreement and Loan Agreement dated as of February 20, 2020, and (b) a Consolidated Second Amendment to Note and Note Purchase Agreement and Loan Agreement dated as of February 24, 2023 (collectively, the “Loan Agreement”), all between the Authority, the Borrower and Truist Bank (successor by merger to SunTrust Bank), as purchaser of the Note (the “Bank”); WHEREAS, the Borrower and the Bank have determined that it is desirable to amend the tender date and interest rate provisions and to make other related modifications to the Loan Agreement; and WHEREAS, there has been presented to this meeting a draft Consolidated Third Amendment to Note and Note Purchase Agreement and Loan Agreement (the “Amendment Agreement”), between the Authority, the Borrower and the Bank, which Amendment Agreement the Borrower has requested that the Authority execute to carry out such amendments and modifications, copies of which Amendment Agreement shall be filed with the records of the Authority; BE IT RESOLVED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WILLIAMSBURG, VIRGINIA: 1. The Authority hereby approves amending the tender date of the Note to February 1, 2030, or such later date as the Bank and Borrower may agree up to the final maturity date of the Note. Further, the Authority hereby approves amending the interest rate provisions (namely the Term SOFR and Benchmark Replacement provisions) and other related modifications substantially in the manner proposed in the Amendment Agreement, subject to the provisions of Section 2 below. 2. The form of the Amendment Agreement submitted to this meeting is hereby approved, with such completions, omissions, insertions and changes as the executing officer of the Authority may approve, with advice of the Authority’s counsel, with such officer’s execution constituting conclusive evidence of approval of any such completions, omissions, insertions and changes. 3. The Chair and Vice Chair of the Authority, either of whom may act, are hereby authorized to execute and deliver the Amendment Agreement and such other documents, certificates or instruments as they may consider necessary or desirable in relation thereto. Page 5 of 20  4. The Chair and Vice Chair of the Authority, either of whom may act, are hereby authorized and directed to execute, deliver and file all documents, certificates and instruments, and to take all such further action as they may consider necessary or desirable in connection with the execution and delivery of the Amendment Agreement. 5. Any authorization herein to execute a document shall include authorization to deliver it to the other parties thereto. 6. All costs and expenses of the Authority and its counsel incurred in connection with the review, approval and execution of the Amendment Agreement shall be paid by the Borrower. 7. The Borrower shall indemnify and save harmless the Authority, its officers, directors, employees and agents, from and against all liabilities, obligations, claims, damages, penalties, fines, losses, costs and expenses in any way connected with the Amendment Agreement. 8. All other acts of the officers of the Authority that are in conformity with the purposes and intent of this resolution are hereby ratified, approved and confirmed. 9. This resolution shall take effect immediately upon its adoption. 2 Page 6 of 20  CERTIFICATE The undersigned Secretary of the Economic Development Authority of the City of Williamsburg, Virginia (the “Authority”), hereby certifies that the foregoing is a true, correct and complete copy of a resolution adopted by a majority of the Directors of the Authority present and voting at a meeting duly called and held on January 8, 2025, in accordance with law, and that such resolution has not been repealed, revoked, rescinded or amended, and is in full force and effect on the date hereof. WITNESS the following signature this 8th day of January, 2025. (SEAL) ______________________________________ Secretary, Economic Development Authority of the City of Williamsburg, Virginia 3 Page 7 of 20  CONSOLIDATED THIRD AMENDMENT TO NOTE AND NOTE PURCHASE AGREEMENT AND LOAN AGREEMENT THIS CONSOLIDATED THIRD AMENDMENT TO NOTE AND NOTE PURCHASE AGREEMENT AND LOAN AGREEMENT (this “Amendment”) is dated as of the ____ day of January, 2025 (the “Effective Date”), among the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WILLIAMSBURG, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the “Authority”), TRUIST BANK, a North Carolina banking corporation (successor by merger to SUNTRUST BANK, a Georgia banking corporation) (the “Noteholder”), and THE COLONIAL WILLIAMSBURG FOUNDATION, a Virginia nonstock corporation (the “Borrower”). The Authority, the Noteholder and the Borrower are parties to a Note Purchase Agreement and Loan Agreement dated as of February 1, 2013, as amended by a First Amendment to Note Purchase Agreement and Loan Agreement dated as of February 20, 2020, and a Consolidated Second Amendment to Note and Note Purchase Agreement and Loan Agreement dated as of February 24, 2023 (as so amended, the “Note Purchase Agreement”), pursuant to which the Authority issued for the benefit of the Borrower, and the Noteholder purchased, the Authority’s Revenue Note (The Colonial Williamsburg Foundation Project), Series 2013 in the original principal amount of $22,500,000, as amended (the “Note”). The parties now desire to amend certain terms of the Note and the Note Purchase Agreement as set forth herein. Accordingly, for and in consideration of the premises and the mutual covenants contained herein, the receipt and sufficiency of which consideration are hereby mutually acknowledged, the Authority, the Noteholder and the Borrower hereby agree as follows: 1. Capitalized Terms; Effective Date. Capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings assigned thereto in the Note Purchase Agreement, as amended by this Amendment. Except as expressly provided to the contrary herein, all amendments to the Note and the Note Purchase Agreement set forth herein shall be effective as of the Effective Date. 2. Amendments o Note and Note Purchase Agreement. 2.1. Tender Date. The term “Tender Date” as used in the Note and in Section 18(b) of the Note Purchase Agreement is amended to mean [February 1, 2030], or the next succeeding Business Day if such date is not a Business Day. With respect to such extension of the Tender Date (the “Extension”), the parties hereby waive any requirement that the Borrower provide written notice to the Noteholder of its request to provide the Extension, or that the Noteholder notify the Authority and the Borrower of its willingness to provide the Extension and any additional or different terms that would apply during the Extension, in each case within the timeframes set forth in Section 18(b) of the Note Purchase Agreement. 2.2. Term SOFR and Benchmark Replacement Provisions. Notwithstanding anything to the contrary set forth in the Note Purchase Agreement, the Note or any of the other Financing Instruments, the determination of Term SOFR (including any related definitions and Page 8 of 20 rate adjustment provisions) shall be governed by the provisions set forth in Exhibit A attached hereto and made a part hereof. 3. Representations and Warranties. The Borrower hereby represents and warrants to the Noteholder that: 3.1. The Borrower is in compliance with all of the terms, covenants and conditions of the Note Purchase Agreement, as amended by this Amendment, and all of the terms, covenants and conditions of each of the other Financing Instruments to which it is a party. 3.2. There exists no Default or Event of Default. 3.3. The representations and warranties contained in Section 3 of the Note Purchase Agreement are, except to the extent that they relate solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof. 4. Conditions. The effectiveness of this Amendment is subject to the following conditions precedent: 4.1. Amendment. The Authority, the Noteholder and the Borrower shall have executed and delivered one or more counterparts of this Amendment. 4.2. Opinion of Bond Counsel. The parties hereto shall have received from Bond Counsel a written opinion that this Amendment does not adversely affect the tax-exempt status of interest on the Note under federal and Virginia law. 5. No Other Amendments; Reaffirmation. Except as expressly amended hereby, the terms of the Note Purchase Agreement and the Note shall remain in full force and effect in all respects, and the Authority and the Borrower hereby reaffirm their respective obligations under the Note Purchase Agreement, as amended by this Amendment, the Note and each of the other Financing Instruments to which each is a party. This Amendment shall be and remain attached to the Note and the Note Purchase Agreement and shall be an integral part thereof. 6. References. All references in the Note Purchase Agreement to “this Agreement,” “herein,” “hereunder” or other words of similar import, and all references to the “Note Purchase Agreement” or similar words in the other Financing Instruments, or any other document or instrument that refers to the Note Purchase Agreement, shall be deemed to be references to the Note Purchase Agreement as amended by this Amendment. 7. Expenses. The Borrower hereby agrees to pay all reasonable out-of-pocket expenses incurred by the Authority and the Noteholder in connection with the preparation and negotiation of this Amendment and the consummation of the transactions described herein and therein, including, without limitation, the reasonable attorneys’ fees and expenses of the Authority and the Noteholder. 8. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, without reference to conflict of laws principles. -2- Page 9 of 20  9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. 10. Successors. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 11. Entire Agreement. This Amendment represents the final agreements of the Authority, the Noteholder and the Borrower with respect to the subject matter hereof and thereof, and may not be contradicted, modified or supplemented in any way by evidence of any prior or contemporaneous written or oral agreements of the Authority, the Noteholder and the Borrower. [Signatures begin on following page] -3- Page 10 of 20  IN WITNESS WHEREOF, the Authority, the Noteholder and the Borrower have caused this Amendment to be duly executed, under seal, all as of the day and year first above written. AUTHORITY: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WILLIAMSBURG, VIRGINIA By: Chairman (SEAL) COMMONWEALTH OF VIRGINIA ) ) to-wit: CITY/COUNTY OF ) The foregoing instrument was acknowledged before me this _____ day of __________, 20___, by ____________________, who is ____________________ of the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WILLIAMSBURG, VIRGINIA, a political subdivision of the Commonwealth of Virginia, on behalf of the authority. (SEAL) Notary Public My Commission Expires: Notary Registration Number: [Signatures continue on following page] [Signature Page to Consolidated Third Amendment to Note and Note Purchase Agreement and Loan Agreement] S-1 Page 11 of 20  NOTEHOLDER: TRUIST BANK (successor by merger to SUNTRUST BANK) By: (SEAL) Name: David J. Skolnick Title: Senior Vice President [Signatures continue on following page] [Signature Page to Consolidated Third Amendment to Note and Note Purchase Agreement and Loan Agreement] S-2 Page 12 of 20  BORROWER: THE COLONIAL WILLIAMSBURG FOUNDATION By: (SEAL) Name: Title: COMMONWEALTH OF VIRGINIA ) ) to-wit: CITY/COUNTY OF ) The foregoing instrument was acknowledged before me this _____ day of __________, 20___, by ____________________, who is ____________________ of THE COLONIAL WILLIAMSBURG FOUNDATION, a not-for-profit Virginia nonstock corporation, on behalf of the corporation. (SEAL) Notary Public My Commission Expires: Notary Registration Number: [Signature Page to Consolidated Third Amendment to Note and Note Purchase Agreement and Loan Agreement] S-3 Page 13 of 20  EXHIBIT A TERM SOFR ADDENDUM The following provisions are hereby made a part of the Note Purchase Agreement, the Note and the other Financing Instruments: 1. DEFINITIONS. Any capitalized terms not defined herein shall have the meaning set forth in the Note Purchase Agreement or the Note. “Bank” means Truist Bank, as Noteholder. “Determination Day” means that date which is two U.S. Government Securities Business Days prior to the first day of the Interest Period. “Interest Period” means the period commencing on the Effective Date and with each successive Interest Period commencing on the same day of the month that is one month thereafter (in each case, subject to the availability thereof); provided that (i) if there is no numerically corresponding day in the month on which the Interest Period is to commence, then it shall commence on the last day of said month, (ii) no Interest Period shall extend beyond termination of the Loan whether by maturity or acceleration and (iii) the initial Interest Period may commence on the initial funding or booking date and result in a shorter initial Interest Period. “Term SOFR” means the Term SOFR reference rate for a one month tenor as administered by the Term SOFR Administrator and quoted by Bloomberg Finance L.P., or any quoting service or commonly available source utilized by Bank on the Determination Day; provided that if as of 5:00 p.m. (New York time) on the Determination Day, Term SOFR for such tenor has not been published by the Term SOFR Administrator, then, subject to Section 2, the rate used will be Term SOFR for such tenor as published by the Term SOFR Administrator for the immediately preceding U.S. Government Securities Business Day on which such rate was published on the Term SOFR Administrator’s website so long as such immediately preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Determination Day; and further provided if Term SOFR would be less than zero percent (0%), then it shall be deemed to be zero percent (0%). “Term SOFR Administrator” means CME Group Benchmark Administration Limited or a successor administrator of the Term SOFR selected by Bank in its sole discretion. “U.S. Government Securities Business Day” Any day except for (i) a Saturday, (ii) a Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. 2. EFFECT OF BENCHMARK TRANSITION EVENT. (a) In the event Bank determines in its sole discretion that (i) there is a public announcement by the administrator of a Benchmark or a Relevant Governmental Body that such Benchmark will cease or has ceased to be published; (ii) a public announcement is made by the administrator of a Benchmark or any Relevant Governmental Body that the Benchmark is no longer representative; or (iii) a Relevant Governmental Body has determined that Bank may no longer utilize the Benchmark for purposes of setting interest rates (each a “Benchmark Transition Event”); Bank will have no obligation to make, fund or maintain a loan based on the Benchmark and on a date and time determined by Bank, without any further action or consent of by Borrower or the Authority or amendment to this Addendum or any other Financing Instrument, the first available alternative set forth in the order below that can be determined by Bank shall replace the Benchmark (“Successor Rate”): (x) Relevant Governmental Body Recommended Rate; or (y) Alternative Benchmark Rate. (b) In connection with the implementation of a Successor Rate, Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Instrument, any amendments implementing such Successor Rate or Conforming Changes will become effective without any further action or consent of Borrower or the Authority. Notwithstanding A-1 Page 14 of 20 anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent (0%), the Successor Rate will be deemed to be zero percent (0%) for the purposes of this Addendum and the other Financing Instruments. For avoidance of doubt, following the implementation of the Successor Rate, in determining the applicable Interest Rate any margin or credit spread to the index under the Note shall be added to the Successor Rate and any provisions for a minimum rate shall apply. (c) Bank will notify (in one or more notices) Borrower of the implementation of any Successor Rate. Any determination or decision that may be made by Bank pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in Bank’s sole discretion and without consent from Borrower or the Authority. (d) In the event Bank determines in its sole discretion that Bank cannot make, fund, or maintain a loan based upon the Benchmark due to illegality or the inability to ascertain or determine said rate on the basis provided for herein (“Unavailability Period”) and a Benchmark Transition Event has not occurred, then at the election of Bank the Benchmark shall convert to the Alternative Benchmark Rate for purposes of calculating the Interest Rate on the then outstanding principal balance and for interest accruing on any fundings or advances requested by Borrower and, thereafter, the Interest Rate on the Note shall adjust simultaneously with any fluctuation in the Alternative Benchmark Rate. In the event Bank determines that the circumstances giving rise the Unavailability Period have ended, at such time as determined by Bank the Benchmark will revert to the prior Benchmark (provided a Benchmark Transition Event has not occurred). Bank shall provide notice, which may be after the implementation of the Alternative Benchmark Rate as contemplated hereunder, to Borrower of any Benchmark change that is made pursuant to this Section. For avoidance of doubt, following the implementation of the Successor Rate, in determining the applicable Interest Rate any margin or credit spread to the index under the Note shall be added to the Successor Rate and any provisions for a minimum rate shall apply. (e) For purposes of this Section, in addition to the definitions set forth in Section 1, the following definitions shall apply: “Alternative Benchmark Rate” means a rate of interest per annum equal to the Bank’s Prime Rate minus two and 5/10 percent (2.5%) which shall adjust daily with changes in Bank’s Prime Rate. “Bank’s Prime Rate” means, for any day, a rate per annum equal to Bank’s announced Prime Rate, and shall change effective on the date any change in Bank’s Prime Rate is publicly announced as being effective. “Benchmark” means initially Term SOFR, and thereafter is it will be the then-current Successor Rate. “Conforming Changes” means, with respect to any Successor Rate, any technical, administrative or operational changes (including changes to the definitions such as “Business Day,” “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that Bank decides may be appropriate to reflect the adoption and implementation of such Successor Rate and to permit the administration thereof by Bank in a manner Bank decides is reasonably necessary in connection with the administration of this Addendum and the other Financing Instruments. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. “Relevant Governmental Body Recommended Rate” means, in respect of any relevant day, the rate (inclusive of any spreads or adjustments which may be positive or negative) recommended as the replacement for the Benchmark by the Relevant Governmental Body (which rate may be produced by the Federal Reserve Bank of New York or another administrator). 3. ADDITIONAL COSTS. In the event that any applicable law or regulation, guideline or order or the interpretation or administration thereof by any governmental or regulatory authority charged with the A-2 Page 15 of 20 interpretation or administration thereof (whether or not having the force of law) (i) shall change the basis of taxation of payments to Bank of any amounts payable by the Borrower hereunder (other than taxes imposed on the overall net income of Bank) or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank, or (iii) shall impose any other condition with respect to the Note, and the result of any of the foregoing is to increase the cost to Bank of making or maintaining the loan evidenced by the Note or to reduce any amount receivable by Bank under the loan evidenced by the Note, and Bank determines that such increased costs or reduction in amount receivable was attributable to the use of the current Benchmark, then the Borrower shall from time to time, upon demand by Bank, pay to Bank additional amounts sufficient to compensate Bank for such increased costs ("Additional Costs"). A detailed statement as to the amount of such Additional Costs, prepared in good faith and submitted to the Borrower by Bank, shall be conclusive and binding in the absence of manifest error. #305075166v3 243270.013 A-3 Page 16 of 20 Business Roundtable – Adria Vanhoozier Visit www.yeswilliamsburg.com/roundtable for the 2025 Business Roundtable schedule and registration information. Roundtable Speaker Schedule: • February 11, 2025 o Topic: Economic Outlook o Speaker: Renee Haltom, Vice President and Regional Executive at the Federal Reserve Bank of Richmond • May 13, 2025 o Topic: Small Business Spotlight o Speaker: In celebration of Small Business Month, business owners that have opened over the prior 12-month period will be invited to speak and introduce their business. • August 12, 2025 o Topic: City Project Update o Speaker: City Manager Andrew O. Trivette Page 17 of 20 The Edge District – Robby Willey In 2024, the Edge District experienced significant growth, with several new businesses opening their doors including Blissful Blooms (a hydroponics store), The Rochambeau Roadside Inn (a boutique motel), and Sabor Maya (a Mexican restaurant). The District also hosted two successful Boost events over the holiday season, one at Copper Fox and another at James-York Plaza, drawing valuable attention to the area. There is excitement surrounding the diverse range of businesses and events coming to and growing within the Edge District, with hopes to further expand connectivity among them in 2025. Looking ahead, the Edge District has set several major goals for the new year. These include executing a VTC-sponsored event in partnership with Consociate Media this spring, creating an annual marquee event that can generate funding for future district activations, and formally establishing a working committee to create a business association similar to Williamsburg Downtown. Page 18 of 20 Williamsburg Public Art Council – Barbara Ramsey Applications for the inaugural Williamsburg Poet Laureate program were due on Sunday, December 8, 2024. Four applications were received. The Williamsburg Public Art Council will review the submissions prior to its next meeting on January 27, 2025. At that time, further interviews or information may be requested from the applicants. The WPAC will then make its recommendation to City Council in the spring of 2025 with the position’s two-year term beginning on July 1, 2025. Page 19 of 20 City Council – Barbara Ramsey The City Council Swearing-In Ceremony will be held on Monday, January 6th at 10am in the Courthouse of 1770 in Colonial Williamsburg. The City Council Work Session scheduled for Monday, January 6th at 4:00pm has been cancelled. Included on the agenda for the City Council business meeting on Thursday, January 9th at 2:00pm: • Economic Development will provide a final review of the 2018 Downtown Vibrancy Study, which was an initiative in the 2023-2024 GIOs • The Town Gown Report will be presented, which was also an initiative in the 2023-2024 GIOs Page 20 of 20