Loading...
2011-10-09 Authorizing Continueing Disclosure Agreement, Info & Certain Actions with Financing by RIFARESOLUTION OF THE BOARll OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA AUTHORIZING A CONTINUING DISCLOSURE AGREEMENT, DISCLOSURE INFORMATION AND CERTAIN ACTIONS IN CONNECTION WITH A FINANCING BY THE DANVILLE-PITTSYLVANIA REGIONAL INDUSTRIAL FACILITY AUTHORITY 2011-10-09 "Che City of Danville, Virginia (the "City") and the County of Pittsylvania, Virginia (the "County") are members of the Danville-Pittsylvania Regional Industrial Facility Authority (the "Authority") and are jointly developing an industrial park to be owned by the Authority in order to attract industries and promote economic development; and The City and~the County desire, in conjunction with the Authority, to finance, as part of the development ~of the industrial park, land acquisition and related capital expenditures (the "Project"). ' The Authority now, proposes~to undertake.the tipancing of the Project, including necessary expenses incidental thereto, by; the issuarice~of its fixed rate bonds in an aggregate principal amount not to exceed,$13,700,000, (the "Bonds"). ~ ' Rule 15c2-1.2-(the "Rule"), as promulgated by the. Securities and Exchange Commission under the Securities Exchange'Act of 1934, as amended, requires the underwriter for publicly-s~oldy obligations, such as the Bonds, to obtain written tmdertakings4from "obligated persons" (within the meaning of the Rule) to provide certain financial data and information to certain entities from time-to-time. The County, in its role as a member jurisdiction of the Authority, is an obligated person for purposes of the Rule and, therefore, has been asked to enter into a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") to furnish the financial data and information required by the Rule. The Continuing Disclosure Agreement will be in substantially the form presented to this meeting of the Board of Supervisors of the County (the "Board"). Further, as a member of the Authority, the County will be asked to provide certain information contained in an Appendix (the "County Appendix") and provide its audited financial statements to the Authority for inclusion in an offering document to be circulated to investors in connection with the offering and sale of the Bonds (the"Preliminary Official Statement"). The Board is willing to enter into the Continuing Disclosure Agreement and to furnish the information requested for the Preliminary Official Statement including the County Appendix. The forms of the Continuing Disclosure Agreement and the County Appendix have been made available to the members of the Board prior to this meeting and have been tiled with the County's records. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA: 1. Authorization of Continuing Disclosure Agreement. "fhe Continuing Disclosure Agreement is hereby approved in substantially the form made available to the members of the Board prior to this meeting, with such changes, insertions, omissions or amendments (including, without limitation, changes of the dates thereof and therein) as may be approved by the Chairman or Vice Chairman of the Board or the County Administrator. The approval of any such changes, insertions, omissions and amendments shall be evidenced conclusively by the execution and delivery of the Continuing Disclosure Agreement. "I'he performance of the County's obligations under the Continuing Disclosure Agreement is authorized and directed. ?. Execution and Delivery of Continuing Disclosure Agreement. The Chairman and Vice Chaiiman of the Board and the County Administrator, any of whom may act, are each authorized and directed to execute the Continuing Disclosure Agreement on behalf of the County. 'fhe Clerk and Deputy.Clerk of the County, either of whom may act, arc each authorized and directed to affix'.the seal of the County.to the,Continuing Disclosure Agreement (if required), attest the seal (ifrequired) and. deliver the Continuing Disclosure Agreement to the other parties thereto. 3. Approval of County Appendix. "fhe County authorizes and approves the information with respect to the County that is contained in the County Appendix and authorizes its inclusion~in the Preliminary Official Statement and in the Official Statement in fnal form that is to be prepared in connection with the public offering of the Bonds (the "Final Official Statement"), with such completions, omissions, insertions and changes not inconsistent with this Resolution as may be approved by the County Administrator or the Director of Finance. The County Administrator and the County's Director of Finance, either of whom may act, are authorized and directed to take whatever actions are necessary or appropriate to aid in ensuring compliance with the Rule in connection with the Bonds. The County Administrator and the County's Director of Finance, either of whom may act, are authorized, on behalf of the County, to deem the Preliminary Official Statement and the Final Official Statement, as to information with respect to the County in the County Appendix or otherwise, to be final as of its date within the meaning of the Rule. "Che distribution of the Preliminary Official Statement and the Final Official Statement shall be conclusive evidence that each has been deemed final, as to information with respect to the County in the County Appendix or otherwise, as of its date by the County. The County Administrator and the County's Director of Finance, either of whom may act, are each authorized to execute a certi ficate as of the sale date of the Bonds with respect to the matters set forth herein and other matters relating to the issuance of the Bonds by the Authority. 4. Further Actions. The Chairman and the Vice Chairman of the Board and other officers and agents of the County, including the County Administrator and the Finance Director, arc authorized and directed to take such further actions as they deem necessary regarding the execution and delivery of the Continuing Disclosure Agreement and the carrying out of any matters authorized by this Resolution, including, without limitation, the execution and delivery of any closing documents and certificates with respect to the issuance of the Bonds by -2- the Authority. All such actions previously taken by the Chairman or the Vice Chairman of the Board or such officers and agents are hereby approved, ratitied and confirmed. 5. Limitation of Liability of Ofticials of the County. No covenant, condition, agreement or obligation contained herein shall be deemed to be a covenant, condition, agreement or obligation of an oftcer, employee or agent of the County in his or her individual capacity, and no officer of the County executing the Continuing Disclosure Agreement shall be liable personally on the Continuing Disclosure Agreement or be subject to any personal liability or accountability by reason of the execution and delivery thereof. 6. Effective Date. This Resolution shall take effect immediately upon its adoption. -3- CERTIFICATE The undersigned Clerk ofthc Board of Supervisors of the County of Pittsylvania, Virginia, does hereby certify that the foregoing constitutes a true and correct extract from the minutes of a meeting of the Board of Supervisors held on October 18, 2011, and of the whole thereof so far as applicable to the matters referred to in such extract. I hereby further certify that such meeting was a regularly scheduled meeting and that, during the consideration of the foregoing Resolution, a quorum was present. The vote of the members of the Boazd of Supervisors upon the foregoing Resolution was as follows: Member Tim R. Barber James Snead Fred M. Ingram ;r, Present/Absent • .. s ~; ' Yes ~~4 ~./ r -~ Coy E. Harville -; i-~., ,,-, . Marshall A. Ecker William H. Pritchett ~= Henry A. Davis Jr. - Yes ~ i 7 ;, ~Yes~ .' ~-: +. - -Yes''` ' r.1 ~ ,'. Yes Yes WITNESS MY HAND and the seal o_f_the County of October, 2011. ~ ~ Jerk, Board of Virginia Vote Yes Yes Yes Yes Yes Yes ----t Yes Pittsylvania, Virginia,this ~ day County -'f -