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<br />March 21, 2005 (Regular Meeting)
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<br />125
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<br />(1) an Installment Financing Contract, proposed to be dated as of
<br />April 1, 2005 (the "Contract"), between the County and the Bank as
<br />counterparty, pursuant to which the Bank will advance moneys to the County
<br />for the costs of the Project and the County agrees to make periodic
<br />installment payments (the "Installment Payments") to repay the moneys so
<br />advanced, with interest;
<br />(2) a Deed of Trust and Security Agreement (the "Deed of Trust"),
<br />proposed to be dated as of April 1, 2005, among the County as Grantor, the
<br />Bank as Beneficiary and the trustee named therein, by which the County would
<br />secure its obligations to the Bank under the Contract; and
<br />(3) an Escrow Agreement, proposed to be dated as of April 1, 2005
<br />(the "Escrow Agreement"), between the County and the Bank, as escrow agent,
<br />dealing with the custody and investment of the moneys advanced by the Bank to
<br />the County pending the expenditure thereof;
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<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;
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<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
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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 $4,358,000), the
<br />principal amounts and the interest amounts of the Installment Payments, which
<br />interest amounts shall not exceed _* 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 />without 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
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