RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF ALBEMARLE COUNTY, VIRGINIA
AUTHORIZING THE ISSUANCE OF UP TO $30,000,000
REVENUE BONDS FOR THE PURPOSE OF
ST. ANNE'S - BELFIELD, INC.

WHEREAS, the Industrial Development Authority of Albemarle County, Virginia, a political subdivision of the Commonwealth of Virginia (the "Authority"), is empowered by the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the "Act"), to issue its revenue bonds in one or more series from time to time to promote the welfare of the inhabitants of the Commonwealth of Virginia by assisting organizations which are described in 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and which are exempt from federal income taxation pursuant to 501(a) of the Code, and is further empowered to issue revenue bonds for the purpose of carrying out its powers;

WHEREAS, the Authority has received a request from St. Anne's - Belfield, Inc. (the "Borrower"), requesting that the Authority issue its revenue bonds to assist the Borrower in (1) financing the acquisition, construction and equipping  of a new academic village for students in pre-school through 8th grade (the "Lower Campus"), (2) financing working capital and capitalized interest, (3) financing routine capital expenditures at the Borrower's Lower Campus and (4) paying financing and issuance costs related to the issuance of the Bonds (collectively, the "Project") to be located in Albemarle County, Virginia;

WHEREAS, such assistance will benefit the inhabitants of Albemarle County, Virginia and the Commonwealth of Virginia;

WHEREAS, preliminary plans for the Project have been described to the Authority and a public hearing has been held as required by Section 147(f) of the Code and Section 15.2-4906 of the Act;

WHEREAS, the Borrower has represented that the estimated cost of the acquiring, constructing and equipping of the Project and all expenses of issue will require an issue of revenue bonds in the aggregate principal amount not to exceed $30,000,000;

WHEREAS, (a) no member of the Board of Directors of the Authority is an officer or employee of the Albemarle County, Virginia, (b) each member has, before entering upon his duties during his or her present term of office, taken and subscribed to the oath prescribed by Section 49-1 of the Code of Virginia of 1950, as amended and (c) at the time of their appointments and at all times thereafter, including the date hereof, all of the members of the Board of Directors of the Authority have satisfied the residency requirements of the Act; and

NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA:

1.                  It is hereby found and determined that the acquiring, constructing and equipping of the Project will be in the public interest and will promote the commerce, safety, health, welfare, convenience or prosperity of the Commonwealth of Virginia, the County of Albemarle, and their citizens.

2.                  The Authority hereby agrees to assist the by undertaking the issuance of its revenue bonds in an amount not to exceed $30,000,000 upon terms and conditions mutually agreeable to the Authority and the Borrower.  The bonds will be issued pursuant to documents satisfactory to the Authority.  The bonds may be issued in one or more series at one time or from time to time.

3.                  It having been represented to the Authority that it is necessary to proceed immediately with the Project, and the planning therefor, the Authority agrees that the Borrower may proceed with plans for the Project, and take such other steps as it may deem appropriate in connection with the Project, provided, however, that nothing in this resolution shall be deemed to authorize the Borrower to obligate the Authority without its consent in each instance to the payment of any moneys or the performance of any acts in connection with the Project.  The Authority agrees that the Borrower may be reimbursed from the proceeds of the bonds for all expenditures and costs so incurred by it, provided such expenditures and costs are properly reimbursable under the Act and applicable federal laws.

4.                  At the request of the Borrower, the Authority approves McGuireWoods LLP, Richmond, Virginia, as Bond Counsel in connection with the issuance of the bonds.

5.                  All costs and expenses in connection with the Project, including the fees and expenses of Bond Counsel and Authority Counsel, shall be paid by Borrower, to the extent permitted by applicable law, from the proceeds of the bonds.  If for any reason such bonds are not issued, it is understood that all such expenses shall be paid by the Borrower and that the Authority shall have no responsibility therefor.

6.                  In adopting this resolution the Authority intends to take "official action" toward the issuance of the bonds and to evidence its "official intent" to reimburse from the proceeds of the bonds any expenditures paid by the Borrower before the issuance of the bonds, all within the meaning of regulations issued by the Internal Revenue Service pursuant to Sections 103 and 141 through 150 and related sections of the Code.

7.                  The Authority recommends that the Board of Supervisors of Albemarle County, Virginia, approve the issuance of the bonds.

8.                  This resolution shall take effect immediately upon its adoption.

 


 

CERTIFICATE

The undersigned Secretary of the Industrial Development Authority of Albemarle County, Virginia (the "Authority") 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 June 17, 2008, in accordance with law, and that such resolution has not been repealed, revoked, rescinded or amended but is in full force and effect on this date.

WITNESS the following signature and seal of the Authority, this 17th day of June, 2008.

 

 

__________________________________________

Secretary of the Industrial Development Authority

of Albemarle County, Virginia

[SEAL]

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