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April 20, 2009 (Regular Meeting)
<br />Page 1346
<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 2009 Project:
<br />(1) an Installment Financing Contract, proposed to be dated on or
<br />about May 15, 2009 (the "Contract"), between the County and the Corporation
<br />as counterpart y, pursuant to which the Corporation will advance moneys to the
<br />County for the costs of the 2009 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, Security Agreement and Fixture Filing (the "Deed
<br />of Trust"), proposed to be dated on or about May 15, 2009, among the County
<br />as Grantor, the Corporation as Beneficiary and the trustee named therein, by
<br />which the County would secure its obligations to the Corporation under the
<br />Contract;
<br />(3) an Indenture of Trust, proposed to be dated on or about May 15,
<br />2009 (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 2009 (the "2009
<br />Certificates"), the proceeds of which will be used to advance the moneys to
<br />the County under the Contract;
<br />(4) a Preliminary Official Statement to be dated on or about May 10,
<br />2009 (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 May 29, 2009 (the "Official
<br />Statement"), pursuant to which the 2009 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 May 29, 2009 (the "Purchase Contract") between the
<br />Corporation and Southwest Securities, Inc., 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 2009 Certificates for sale to the public;
<br />WHEREAS, the obligations of the County to make Installment Payments and
<br />other payments pursuant to the Contract shall constitute limited 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 in 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 McGUireWOOds LLP, as special counsel, are hereby ratified,
<br />approved and authorized pursuant to and in accordance with the transactions
<br />contemplated by the Financing Documents.
<br />Section 2. The acquisition, construction and equipping of the 2009
<br />Project, the financing 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. Eaeh 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 of 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
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