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2022-05-07 Project Doswell Approval of Support Agreement RESOLUTION OF THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA APPROVING SUPPORT AGREEMENT RESOLUTION#2022-05-07 WHEREAS, the Board of Supervisors of Pittsylvania County, Virginia (the "Board of Supervisors")has determined that it is in the best interests of the County of Pittsylvania,Virginia (the "County") to lend its assistance to the Industrial Development Authority of Pittsylvania County, Virginia (the "Authority") in the issuance of the Authority's promissory note in the original principal amount of up to $3,500,000 due and payable in full in approximately ten years (the"Note") for the acquisition of certain equipment (the "Equipment")to be used by a private company known to County and Authority staff as Project Doswell (the "Company") at the Company's manufacturing facility located in the County, by the pledging of the County's moral obligation to pay amounts due on the Note that are not paid when due by the Authority; and WHEREAS,the proceeds of the Note and the loan evidenced thereby(the"Loan")are to be used (i) to pay costs of the Equipment and (ii) to pay the costs of issuance of the Note, all to accomplish certain purposes of the Virginia Industrial Development and Revenue Bond Act (the "Act"); and WHEREAS,there has been presented to the Board of Supervisors a plan for the financing of the Equipment involving the issuance of the Note by the Authority and the pledge of the moral obligation of the County, which would not create debt of the County for purposes of the Virginia Constitution and would promote industry and increase commerce in the County and the Commonwealth of Virginia; and WHEREAS,the Authority expects to receive a proposal from the Virginia Small Business Financing Authority("VSBFA")for purchase of the Note,pursuant to a Loan Agreement between the Authority and VSBFA providing for the purchase of the Note and the loan of the monies from the sale of the Note to pay certain costs of acquiring the Equipment(the"Loan Agreement"), and the Authority will acquire an ownership interest in the Equipment and will lease the Equipment to the Company. Payment of the Note will be secured by, among other things, a lien on and security interest in the Equipment granted pursuant to a Security Agreement and Assignment of Lease between the Authority and VSBFA assigning to VSBFA leases and rental payments received from the Authority's lease of the Equipment to the Company (the "Assignment"), and in connection therewith, VSBFA has requested a moral obligation support agreement be entered into between the Authority and the County; and WHEREAS,there has been presented to this meeting a draft of a Moral Obligation Support Agreement between the County and the Authority for the County to undertake a non-binding obligation to appropriate from time to time monies in connection with payments due under the Loan Agreement and the Note(the"Support Agreement"). NOW, THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY,VIRGINIA: 1 1. The following plan for financing the Equipment is hereby approved. The Authority will be requested to issue the Note in the maximum amount of$3,500,000 and to use the proceeds therefrom to finance costs of the Equipment and pay costs of issuance of the Note. The Authority will sell the Note to VSBFA and agree to repay the same pursuant to the Loan Agreement. The obligation of the County to make any payments under the Support Agreement will be subject to the Board of Supervisors making appropriations for such purpose from time to time. It is expected that the Note will be secured by the Assignment, the Loan Agreement, a certain deed of trust on real property owned by the Company, and the Support Agreement. It is hereby found and determined that the above-described plan is in the public interest, will benefit the inhabitants of the County,will increase commerce and will promote the safety,health,welfare, convenience and prosperity of the County and its citizens. 2. The Chairman or Vice Chairman of the Board of Supervisors, either of whom may act, is hereby authorized and directed to execute and deliver the Support Agreement. The Chairman or Vice Chairman of the Board of Supervisors, either of whom may act, is hereby authorized and directed to acknowledge and consent,as necessary,to the provisions of the Support Agreement and any other agreements, instruments, certificates or other documents required to be executed by the County in connection with the issuance of the Note. 3. The Support Agreement shall be in substantially the form submitted to this meeting, which is hereby approved, with such completions, omissions, insertions, and changes as may be approved by the officer executing it,his execution to constitute conclusive evidence of his approval of any such completions, omissions, insertions and changes. Without limiting the generality of the preceding sentence, such officer is hereby authorized to identify, change and substitute the legal name of the Company for "Project Doswell" at any time after the Governor of Virginia's Office has made a public announcement of the Company's intended transaction with the Authority. 4. The Board of Supervisors,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 make all payments due under the Note pursuant to the Support Agreement to the extent such payments are not made when due by the Authority and hereby recommends that future Boards of Supervisors do likewise during the term of the Note. 5. All other acts of the Chairman or Vice Chairman of the Board and other officers of the County that are in conformity with the purposes and intent of this resolution and in furtherance of the plan of financing, the issuance and sale of the Note and the financing of the Equipment are hereby approved,ratified and confirmed. 6. Nothing in this Resolution or the Support Agreement, the Note or any related documents shall constitute a debt or a pledge of the faith and credit or the taxing power of the County with respect to any sums which are or may become payable under the Support Agreement. All obligations of the County and the Board of Supervisors under the Support Agreement are subject to and dependent upon appropriation of funds by the Board of Supervisors, and the Board of Supervisors shall have no legally binding obligation under this resolution or in the Support Agreement to make any such appropriation or the payments provided for in the Support 2 Agreement, the Support Agreement being a statement only of the present intent of the Board of Supervisors. 7. This resolution#2022-05-07 shall take effect immediately. 3 PASSED AND ADOPTED this day of May 2022. Chai an Board Supery ors County f Pittsyl ania, Virginia ATTEST: r•! • (114171/ Clerk Board of Supervisors .- �., -\7r County of Pittsylvania, Virginia The Resolution set forth above was adopted during an open meeting at a regular meeting of the Board of Supervisors of the County of Pittsylvania, Virginia, held on May _, 2022, all in accordance with law,by the following votes: AYES: 7 NAYS: 0 ABSENT: 0 ABSTENTIONS:0 Clerk 1(1434Y Board of Supervisors County of Pittsylvania, Virginia 4