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January 22, 2007 (Regular Meeting) Page 231
<br />WHEREAS, as part of said plan of financing, the Corporation will issue
<br />Certificates of Participation in an aggregate principal amount not exceeding
<br />$35, 000, 000 to finance the advancement of moneys to the County pursuant to
<br />the installment financing contract between the County and the Corporation;
<br />WHEREAS, there have been submitted to this meeting draft forms of the
<br />following documents (the "Financing Documents") with respect to the financing
<br />for the 2007 Project:
<br />(1) an Installment Financing Contract, proposed to be dated as of
<br />February 1, 2007 (the "Contract"), between the County and the Corporation as
<br />counterparty, pursuant to which the Corporation will advance moneys to the
<br />County for the costs of the 2007 Project and the County agrees to make
<br />periodic installment payments (the "Installment Payments") to repay the
<br />moneys so advanced, with interest;
<br />(2) a Deed of Trust and Security Agreement (the "Deed of Trust"),
<br />proposed to be dated as of February 1, 2007, among the County as Grantor, the
<br />Corporation as Beneficiary and the trustee named therein, by which the County
<br />would secure its obligations to the Corporation under the Contract;
<br />(3) an Indenture of Trust, proposed to be dated as of February 1,
<br />2007 (the "Trust Indenture"), between the Corporation and the trustee named
<br />therein, as trustee (the "Trustee"), pursuant to which there are to be
<br />executed and delivered from time to time Certificates of Participation,
<br />including the Certificates of Participation (County of Cabarrus, North
<br />Carolina Installment Financing Contract), Series 2007 (the "2007
<br />Certificates"), the proceeds of which will be used to advance the moneys to
<br />the County under the Contract;
<br />(9) a Preliminary Official Statement to be dated on or about January
<br />26, 2007 (the "Preliminary Official Statement") which, as supplemented with
<br />certain pricing and other permitted omitted information, is to be the
<br />Official Statement to be dated on or about February 8, 2007 (the "Official
<br />Statement"), pursuant to which the 2007 Certificates are to be offered and
<br />sold to the public; and
<br />(5) a Contract of Purchase, including the exhibits attached thereto,
<br />to be dated on or about February 8, 2007 (the "Purchase Contract") between
<br />the Corporation and UBS Securities LLC, on its own behalf and as
<br />representative of the other underwriters (if any) named therein
<br />(collectively, the "Underwriters"), pursuant to which the'_ Underwriters agree
<br />to purchase the 2007 Certificates for sale to the public;
<br />WHEREAS, the obligations of the County to make Inst c..l lment Payments and
<br />other payments pursuant to the Contract shall constitute '_imited obligations
<br />of the County payable solely from currently budgeted appropriations of the
<br />County and shall not constitute a pledge of the faith and credit of the
<br />County within the meaning of any constitutional debt limitation;
<br />WHEREAS, no deficiency judgment may be rendered against the County in
<br />any action for breach of a contractual obligation under the Contract, and the
<br />taxing power of the County is not and may not be pledged 'ih any way directly
<br />or indirectly or contingently to secure any moneys due under the Contract;
<br />and
<br />WHEREAS, the Board of Commissioners desires to approve the Financing
<br />Documents and to authorize other actions in connection therewith;
<br />NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, as
<br />follows:
<br />Section 1. All actions taken by or on behalf of the County to date to
<br />effectuate the proposed financing, including the selection of the
<br />Underwriters and Helms Mullis & Wicker, PLLC, as special counsel, are hereby
<br />ratified, approved and authorized pursuant to and in accordance with the
<br />transactions contemplated by the Financing Documents.
<br />Section 2. The acquisition, construction and equipping of the 2007
<br />Project, the £inancing thereof and the granting of security interests
<br />therein, all as provided in the Financing Documents referenced in this
<br />Resolution, are hereby ratified and approved.
<br />Section 3. Each of the Contract, the Purchase Contract and the Deed of
<br />Trust is hereby approved in substantially the form submitted to this meeting,
<br />and each of the Chairman of the Board of Commissioners or the County Manager
<br />is hereby authorized to execute and deliver each o£ those documents in the
<br />name and on behalf of the County, with such changes, insertions or omissions
<br />as the persons executing such documents may approve, including but not
<br />limited to changes, insertions or omissions related to obtaining a policy of
<br />municipal bond insurance with respect to the 2007 Certificates, their
<br />execution and delivery thereof to constitute conclusive evidence of such
<br />approval. The County Clerk is hereby authorized to affix the seal o£ the
<br />County to each of said documents as may be appropriate and to attest to the
<br />same.
<br />Section 9. The Trust Indenture (including the form of 2007
<br />Certificate) is hereby approved in substantially the form submitted to this
<br />meeting, with such changes, insertions or omissions as appropriate, including
<br />but not limited to changes, insertions or omissions related to obtaining a
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