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2016-07-01 RIFA SUP AGREERESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA APPROVING A SUPPORT AGREEMENT WITH THE DANVILLE - PITTSYLVANIA REGIONAL INDUSTRIAL FACILITY AUTHORITY RESOLUTION 2016 -07 -01 WHEREAS, the County of Pittsylvania, Virginia (the "County") and the City of Danville, Virginia (the "City") are jointly developing the Cane Creek Centre (the "Cane Creek Centre "), a 928 acre (more or less) manufacturing industrial center located in the County and owned by the Danville - Pittsylvania Regional Industrial Facility Authority (the "Authority"), to accommodate industries that require large land areas; and WHEREAS, the County and the City, in conjunction with the Authority, financed, as part of the development of Cane Creek Centre, land acquisition, roads, wetland remediation, lot clearing and other capital expenditures in the Cane Creek Centre (collectively, the "Project'); and WHEREAS, the Authority financed the Project, including necessary expenses incidental thereto, by the issuance of its variable rate revenue bonds in an aggregate principal amount of $7,300,000 in 2005 (the "2005 Bonds ") and refinanced the 2005 Bonds through the issuance of its fixed rate revenue refunding bond in an aggregate principal amount of $5,595,000 in 2013 (the "2013 Bond "); and WHEREAS, the 2013 Bond matures on August 1, 2016, and the Authority now proposes to undertake the refinancing of the 2013 Bond and pay any necessary expenses incidental thereto through the issuance of its fixed rate revenue refunding bond in an aggregate principal amount not to exceed $3,700,000 (the "Bond "); and WHEREAS, the principal of, premium, if any, and interest on, the Bond and other costs relating to the issuance thereof (collectively, the "Debt Service ") are to be paid by the Authority from funds that are subject to appropriation in each fiscal year by the County and the City, with the County and the City each being responsible for one -half of such Debt Service; and WHEREAS, in connection with its purchase of the Bond, Wells Fargo Bank, National Association desires that the commitment of the County and City to provide such funds, subject to annual appropriation as described above, be set forth in a Support Agreement, dated as of August 1, 2016 (the "Support Agreement'), between the County and the Authority and in a Support Agreement, dated as of August 1, 2016, between the City and the Authority; and WHEREAS, the Support Agreement has been presented to the Board of Supervisors of the County (the "Board ") in substantially final form; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA: 1. Form and Authorization of Support Agreement. The Support Agreement is hereby approved, with such variations, insertions, changes or deletions (including without limitation changes to the date thereof) as may be approved by the Chairman or the Vice Chairman of the Board or the County Administrator. The execution and delivery of the Support Agreement are hereby authorized. 2. Execution and Delivery of Support Agreement. The Chairman and the Vice Chairman of the Board and the County Administrator, any of whom may act, are each authorized and directed to execute the Support Agreement on behalf of the County. The Clerk and Deputy Clerk of the Board, either of whom may act, are each authorized and directed to affix the seal of the County to the Support Agreement (if required), attest the seal (if required) and deliver the Support Agreement to the other parties thereto. 3. 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, are authorized and directed to take such further actions as they deem necessary regarding the execution and delivery of the Support Agreement, including, without limitation, the execution and delivery of any closing documents and certificates with respect to the issuance of the Bond by the Authority. All such actions previously taken by the Chairman, Vice Chairman or such officers and agents are hereby approved, ratified and confirmed. 4. Limitation of Liability of Officials of the County. No covenant, condition, agreement or obligation contained herein shall be deemed to be a covenant, condition, agreement or obligation of an officer, employee or agent of the County or Board in his or her individual capacity, and no officer of the County or Board executing the Support Agreement shall be liable personally on the Support Agreement or be subject to any personal liability or accountability by reason of the execution and delivery thereof. 5. Effective Date. This Resolution shall take effect immediately. -2- CERTIFICATE The undersigned Clerk 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 July 19, 2016, 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 Board of Supervisors upon the foregoing Resolution was as follows: Member Jessie L. Barksdale Elton W. Blackstock Tim R. Barber Robert "Bob" Warren Jerry A. Hagerman Ronald Scearce Joe Davis Present /Absent Vote Present Yes Present Yes Present Yes Present Yes Present Yes Present Yes Present Yes WITNESS MY HAND and the seal of the County of Pittsylvania, Virginia, this ,day of July, 2016. Clerk, County of Pittsylvania, Vir# is n2sn7s76vi BIB