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<br />August 21, 2006 (Regular Meeting) Page 46
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<br />WHEREAS, the Board of Commissioners desires to approve the Financing
<br />Documents and to authorize other actions in connection therewith;
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<br />NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, as
<br />follows:
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<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 Bank as the
<br />counterparty to the installment financing contract and Helms Mulliss &
<br />Wicker, PLLC, as special counsel, are hereby ratified, approved and
<br />authorized pursuant to and in accordance with the transactions contemplated
<br />by the Financing Documents.
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<br />Section 2. The acquisition, construction and equipping of the Project,
<br />the financing thereof and the granting of security interests therein, all as
<br />provided in the Financing Documents referenced in this Resolution, are hereby
<br />ratified and approved.
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<br />Section 3. Each of the Contract, the Deed of Trust and the Escrow
<br />Agreement is hereby approved in substantially the form submitted to this
<br />meeting, and each of the Chairman of the Board of Commissioners or the County
<br />Manager is hereby authorized to execute and deliver each of those documents
<br />in the name and on behalf of the County, with such changes, insertions or
<br />omissions as the persons executing such documents may approve, the execution
<br />and delivery thereof to constitute conclusive evidence of such approval. The
<br />County Clerk is hereby authorized to affix the seal of the County to each of
<br />said documents as may be appropriate and to attest to the same.
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<br />Section 4. Each of the Chairman of the Board of Commissioners, the
<br />County Manager and the Finance Director is authorized to approve all details
<br />of the financing of the Project, including, without limitation, the amount
<br />advanced under the Contract (which shall not exceed $15,000,000), the
<br />principal amounts and the interest amounts of the Installment Payments, which
<br />interest amounts shall not exceed 4.75% per annum on a true interest cost
<br />basis. Execution of the Contract by the Chairman of the Board of
<br />Commissioners or the County Manager shall conclusively evidence such approval
<br />of all such details of said financing.
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<br />Section 5. The Chairman of the Board of Commissioners, the County
<br />Manager, the Finance Director and the County Attorney are each hereby
<br />authorized to take any and all such further action, including approval of
<br />modifications to the Financing Documents, and to execute and deliver for and
<br />on behalf of the County such other documents and certificates (including,
<br />wi thout limitation, agreements with securities depositories, financing
<br />statements, appropriate tax certificates and agreements and other documents
<br />and agreements (including repurchase agreements) relating to the investment
<br />of the proceeds from the execution and delivery of the Contract) as they may
<br />deem necessary or advisable to carry out the intent of this resolution and to
<br />effect the financing pursuant to the Contract and the other Financing
<br />Documents. The County Clerk is hereby authorized to affix the seal of the
<br />County to such documents and certificates as may be appropriate and to attest
<br />to the same and to execute and deliver the same as may be needed.
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<br />Section 6. The County covenants that, to the extent permitted by the
<br />Constitution and laws of the State of North Carolina, it will do and perform
<br />all acts and things to comply with the requirements of the Internal Revenue
<br />Code of 1986, as amended (the "Code"), in order to assure that the interest
<br />component of the Installment Payments paid pursuant to the Contract will not
<br />be includable in gross income for purposes of federal income taxation, except
<br />to the extent that the County obtains an opinion of special counsel to the
<br />effect that noncompliance would not result in the interest component of said
<br />Installment Payments being includable in gross income for purposes of federal
<br />income taxation.
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<br />Section 7.
<br />adoption.
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<br />This Resolution shall become effective immediately upon its
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<br />Thereupon, upon motion of Commissioner Carpenter, seconded by
<br />Commissioner Freeman, the foregoing resolution entitled "RESOLUTION APPROVING
<br />INSTALLMENT CONTRACT FINANCING FOR JAIL ANNEX PROJECT IN AN AGGREGATE
<br />PRINCIPAL AMOUNT UP TO $15,000,000, AUTHORIZING THE EXECUTION AND DELIVERY OF
<br />RELATED DOCUMENTS IN CONNECTION THEREWITH, AND PROVIDING FOR CERTAIN OTHER
<br />RELATED MATTERS" was adopted and passed by the following vote:
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<br />AYES: Commissioners Carpenter and Freeman, Vice Chairman Juba and Chairman
<br />Carruth
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