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May 18, 2009 (Regular Meeting)
<br />Page 1380
<br />RESOLUTION APPROVING INSTALLMENT CONTRACT FINANCING FOR VARIOUS PUBLIC SCHOOL
<br />PROJECTS IN AN AGGREGATE PRINCIPAL AMOUNT UP TO $100,000,000 AND THE
<br />EXECUTION AND DELIVERY BY THE CABARRUS COUNTY DEVELOPMENT CORPORATION OF
<br />CERTIFICATES OF PARTICIPATION RELATED THERETO, AUTHORIZING THE EXECUTION AND
<br />DELIVERY OF RELATED DOCUMENTS IN CONNECTION THEREWITH, AND PROVIDING FOR
<br />CERTAIN OTHER RELATED MATTERS
<br />WHEREAS, the Board of Commissioners desires to approve a proposed plan
<br />of financing in an aggregate principal amount of up to $100,000,000, which
<br />plan would involve the entry by the County into an installment financing
<br />contract with the Cabarrus County Development Corporation (the "Corporation")
<br />pursuant to North Carolina General Statutes 160A-20, as amended, the proceeds
<br />of which would be used to pay all or a portion of the costs of (a) acquiring
<br />real property, (b) constructing and equipping new public school facilities
<br />and expanding and renovating existing public school facilities, including but
<br />not limited to two new elementary schools, a new middle school, an addition
<br />to an existing elementary school and an addition to and renovation of an
<br />existing high school, (c) various real and personal property improvements
<br />related to the foregoing and (d) a portion of the interest to accrue under
<br />the installment financing contract during the construction periods of the
<br />foregoing and thereafter through and including January 1, 2012 (collectively
<br />the "2009 Project"), and under said installment financing contract the County
<br />would secure the repayment by the County of the moneys advanced pursuant to
<br />such contract by granting a security interest in and lien on all or a portion
<br />of the 2009 Project;
<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 />$100,000,000 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 2009 Project:
<br />(1) an Installment Financing Contract, proposed to be dated on or
<br />about July 1, 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 July 1, 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 July 1,
<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 />(9) a Preliminary Official Statement to be dated on or about June 9,
<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 June 24, 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 June 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
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