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2011-10-06 VRA Landfill Bondst .,~ RESOLUTION OF THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA 2011-10-06 WHEREAS, the Board of Supervisors of Pittsylvania County, Virginia (the "Board") has determined that Pittsylvania County, Virginia (the "County") has an immediate need for certain capital improvements to the County's landfill, including but not limited to the construction of a new cell, and the acquisition of a solid waste compactor (collectively, the "Project"); WHEREAS, there has been presented to the Board a plan for the financing of the Project which would not create debt of the County for purposes of the Virginia Constitution; WHEREAS, pursuant to such financing plan, the Virginia Resources Authority (the "VRA") would use a portion of the proceeds of its Infrastructure and State Moral Obligation Revenue Bonds (Virginia Pooled Financing Program), Series 2011 B (as more particularly defined in the below defined Lease, the "VRA Bonds") to finance the Project and pay financing costs in accordance with the terms of a Local Lease Acquisition Agreement and Financing Lease, dated as of October 15, 2011 (the "Lease"), between the County and VRA; WHEREAS, the County will enter into a Prime Lease (the "Prime Lease") with VRA whereby the County will lease certain real estate, which may include any or all of the real estate related to the County's administrative building, owned by the County as may be required by VRA (the "Real Estate") and the associated improvements and property located thereon (the "Improvements") to VRA; WHEREAS, the County will enter into the Lease with VRA pursuant to which VRA will lease the Real Estate and the Improvements back to the County and the County will make rental payments corresponding in amount and timing to the debt service on the portion of the VRA Bonds issued to finance the Project (the "Rental Payments"); WHEREAS, pursuant to the Lease the County will undertake and complete the Project; WHEREAS, the Lease shall indicate that approximately $2,873,720 is the amount of proceeds requested (the "Proceeds Requested") from VRA; WHEREAS, VRA has advised the County that the sale date of the VRA Bonds is tentatively scheduled for November 2, 2011, but may occur, subject to market conditions, at any time between October 15, 2011 and November 15, 2011 (the "VRA Sale Date"), and that VRA's objective is to pay the County an amount which, in VRA's judgment, reflects the market value of the Rental Payments under the Lease (the "VRA Purchase Price Objective"), taking into consideration the Targeted Savings, the Proceeds Requested and such factors as the purchase price to be received by VRA for VRA Bonds, the issuance costs of the VRA Bonds (consisting of the underwriters' discount and other costs incurred by VRA (collectively, the "VRA Costs")) and other market conditions relating to the sale of the VRA Bonds; WHEREAS, such factors may result in the County receiving an amount other than the par amount of the aggregate principal components of the Rental Payments under the Lease and consequently (i) the aggregate principal components of the Rental Payments under the Lease may be greater than the Proceeds Requested in order to receive an amount of proceeds that is substantially equal to the Proceeds Requested, or (ii) if the maximum authorized aggregate principal components of the Rental Payments under the Lease set forth in paragraph 2 of this Resolution does not exceed the Proceeds Requested by at least the amount of the VRA Costs and any original issue discount, the amount to be paid to the County, given the VRA Purchase Price Objective and market conditions, will be less than the Proceeds Requested; WHEREAS, there have been made available to the members of the Board at this meeting preliminary drafts of the following documents (collectively, the "Documents") in connection with the transactions described above, copies of which shall be filed with the records of the Board: (a) Prime Lease; (b) Lease; (c) Non-Arbitrage Certificate and Tax Compliance Agreement, dated the date of its execution and delivery (the "Tax Compliance Agreement"), between VRA and the County; and (d) Leasehold Deed of Trust and Security Agreement, dated as of November 1, 2011 (the "Deed of Trust"), from VRA to the deed of trust trustees thereunder for the benefit of U.S. Bank National Association, as trustee (the "Trustee"); and WHEREAS, the payments due under the Lease shall be subject to appropriation by the County for each fiscal year; BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA: 1. The Board hereby finds and determines that it is in the best interests of the County to proceed with the financing of the Project. After consideration of the methods of financing the Project, it is hereby determined that it is in the best interests of the County to accept, and the County does hereby accept, the offer from VRA for the financing of the Project as contemplated by the Lease. 2. The total principal amount financed under the Lease shall not exceed $3,250,000, the interest component of the Rental Payments under the Lease shall be calculated at a rate not to exceed 5.00% (exclusive of "supplemental interest" as provided in the Lease) and the Lease shall terminate no later than November 30, 2026. Given the VRA Purchase Price Objective and market conditions, it may become necessary to enter into the Lease with aggregate principal components of the Rental Payments greater than the Proceeds Requested. If the limitation on the maximum aggregate principal components of Rental Payments on the Lease set forth in this paragraph 2 restricts VRA's ability to generate the Proceeds Requested, taking into account the VRA Costs, the VRA Purchase Price Objective and market conditions, the County Administrator is authorized to accept a purchase price at an amount less than the Proceeds Requested. The actions of the County Administrator shall be conclusive, and no further action shall be necessary on the part of the Board. Subject to the foregoing limitations, the County authorizes VRA to establish the final principal amount financed under the Lease, the final -2- interest components of the Rental Payments under the Lease and the interest rates at which the same are calculated, the final termination date of the Lease and the final principal amortization schedule as evidenced by the principal components of the Rental Payments under the Lease. No further action or approval of such financing terms shall be necessary on the part of the County. The Rental Payments and any penalties or premiums due under the Lease shall be payable on the dates and in the amounts set forth in the Lease. The County may, at its option, redeem, prepay or refund the Rental Payments due under the Lease upon the terms set forth therein. The interest component of the Rental Payments payable under the Lease shall be computed on the basis described in the Lease. As set forth in the Lease, the County agrees to pay, subject to appropriation, the "supplemental interest" and other charges as provided therein, including such amounts as may be necessary to maintain or replenish the VRA Reserve and, on the demand of VRA, a late payment penalty if any Rental Payment on the Lease is not paid within ten days after its due date. The Rental Payments and other amounts payable under the Lease shall be payable in lawful money of the United States of America. 3. The Documents shall be in substantially the forms submitted to this meeting, which are hereby approved, with such completions, omissions, insertions and changes (including changes of dates of documents) as may be subsequently approved by the Chairman and Vice Chairman of the Board and the County Administrator, any of whom may act, which approval shall be evidenced conclusively by the execution and delivery of the Documents to which the County is a party by such Chairman or Vice Chairman of the Board or the County Administrator but subject to VRA's ability to establish certain final financing terms as provided in Section 2 hereof. 4. The Chairman and Vice Chairman of the Board and the County Administrator, any of whom may act, are each hereby authorized and directed to execute and deliver the Documents to which the County is a party and to acknowledge and consent to, if necessary, the provisions of the Deed of Trust. The Chairman and Vice Chairman of the Board and the County Administrator, any of whom may act, are each hereby also authorized to cause the recording, with the Circuit Court Clerk's Office of Pittsylvania County, Virginia, of the Prime Lease, the Lease and the Leasehold Deed of Trust, if so requested by VRA. The Clerk and Deputy County Clerk of the Board, either of whom may act, are each hereby authorized and directed to affix the County seal to any of the Documents to which the County is a party and to attest the same. 5. The Chairman and Vice Chairman of the Board and the County Administrator and other appropriate officials of the County, including the Clerk and Deputy Clerk of the Board, are each hereby authorized to execute and deliver all other certificates, instruments and documents in the name and on behalf of the County and to take all such further action (a) as they may consider necessary or desirable to carry out the intent and purpose of this Resolution, the financing of the Project or the execution, delivery and performance of the Documents to which the County is a party or (b) as may be reasonably requested by VRA in connection with any of the foregoing. -3- 6. The County authorizes and consents to the inclusion of information with respect to the County 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 Chairman and Vice Chairman of the Board and the County Administrator are each authorized and directed to take whatever actions are necessary and/or appropriate to aid VRA in ensuring compliance with Securities and Exchange Commission Rule 15c2-12. 7. The Board hereby selects and designates Troutman Sanders LLP as Bond Counsel with respect to the financing contemplated by the Lease. 8. The County has heretofore received and reviewed the Information Statement describing the State Non-Arbitrage Program of the Commonwealth of Virginia ("SNAP") and the Contract Creating the State Non-Arbitrage Program Pool I (the "Contract"), and the County hereby authorizes the use of SNAP in connection with the investment of the proceeds received by the County under the Lease, if the Chairman and Vice Chairman of the Board and the County Administrator, any of whom may act, determine that the utilization of SNAP is in the best interest of the County. The County acknowledges that the Treasury Board of the Commonwealth of Virginia is not, and shall not be, in any way liable to the County in connection with SNAP, except as otherwise provided in the Contract. 9. The County is authorized to enter into an interim financing in anticipation of the execution and delivery of the Documents to which the County is a party (the "Interim Financing"). The Chairman and Vice Chairman of the Board and the County Administrator, any of whom may act, and such officers of the County as any of them may determine, are authorized to execute and deliver such documents and agreements, including such short term leases, financing agreements or other agreements with VRA or the Industrial Development Authority of Pittsylvania County, Virginia, as may be necessary or desirable in connection with any such Interim Financing, provided that the principal amount of the Interim Financing shall not exceed the principal amount set forth in paragraph 2 hereof, shall be for a term not in excess of three years, and shall bear interest at an annual rate not in excess of 5.00%. 10. All acts of the Chairman and Vice Chairman of the Board and the County Administrator and other officers of the County, regardless of whether such acts occurred prior to or occur after the adoption of this Resolution, that are in conformity with the purposes and intent of this Resolution and in furtherance of the plan of financing, the execution and delivery of the Lease and the undertaking of the Project are hereby approved and ratified. 11. The Project is hereby declared to be essential to the efficient operation of the County, and the Board anticipates that the Project will continue to be essential to the operation of the County during the term of the Lease. The Board, while recognizing that it is not empowered to make any binding commitment to make appropriations beyond the current fiscal year, hereby states its intent to make annual appropriations in future fiscal years in amounts sufficient to permit the County to make all payments under the Lease and hereby recommends that future Boards of Supervisors do likewise during the term of the Lease. If the County exercises its right not to appropriate money for Rental Payments under the Lease, the County -4- understands that VRA, or the Trustee as assignee of VRA, may terminate the Lease or otherwise exclude the County from possession of the property serving as collateral or any portion thereof to the extent provided in the Lease. 12. All resolutions, ordinances or parts thereof in conflict herewith are repealed. 13. This Resolution shall take effect immediately. Adopted: October 18, 2011 -5- The undersigned Clerk of the Board of Supervisors of Pittsylvania County, Virginia hereby certifies that the foregoing constitutes a true, correct and complete copy of a Resolution duly adopted by the Board of Supervisors of Pittsylvania County, Virginia at a meeting duly called and held on October 18, 2011, during which a quorum was present and acting throughout, by the vote set forth below, and that such Resolution has not been repealed, revoked, rescinded or amended: Board Member Present/Absent Vote Tim R. Barber Yes Yes James Snead Yes Yes Fred M. Ingram Yes Yes Coy E. Harville Yes Yes Marshall A. Ecker Yes Yes William H. Pritchett Yes Yes Henry A. Davis, Jr. Yes Yes WITNESS n~y~signature as Clerk of the Board of Supervisors of Pittsylvania County, Virginia, this YY day of October, 2011. #2093111v5 223160.000024 Clerk ~ Board of Supervisors of Pittsyl Virginia -6- County, COUNTY OF PITTS ANIA, VIRGINIA By: ~- ....-- Chairman, Board of Supervisors ATTES . y /1 Clerk, Board of Supervis rs COMMONWEALTH OF VIRGINIA: COUNTY OF PITTSYLVANIA: The foreg ~~g instrument was acknowledged before me in the County of Pittsylvania, Virginia, this /$' day of October, 2011, by Tim R. Barber, as Chairman of the Board of Supervisors of the County of Pittsylvania, Virginia and William D. Sleeper, as Clerk to the Board of Supervisors of the County of Pittsylvania, Virginia, respectively, on behalf thereof. My commission expires Registration No.: [SIGNATURE PAGE OF FINANCING LEASE FOR COUNTY OF PITTSYLVANIA, VIRGINIA] Approved as to Form: • ~/'~~~ County Attorney