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254
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<br /> WHEREAS, the Purchaser desires that Wachovia Bank of North Carolina,
<br />National Association (the "Bank) advance certain moneys to enable the Purchaser
<br />to acquire, construct and install the Project (as defined in the Installment
<br />Purchase Contract described below), and the Purchaser has determined that it is
<br />in its best interests to obtain said advance from the Bank and to acquire,
<br />construct and install the Project pursuant to the terms and conditions of the
<br />Installment Purchase Contract dated as of April 1, 1993 (the nInstallment
<br />Purchase Contract") between the Purchaser and the Bank;
<br /> WHEREAS, the Purchaser has determined, and hereby determines, that it is
<br />in the best interests of the Purchaser to enter into the Installment Purchase
<br />Contract, the Escrow Agreement dated as of April 1, 1993 (the "Escrow Agreement")
<br />with the Bank, as escrow agent and the Deed of Trust and Security Agreement dated
<br />as of April 1, 1993 (the "Deed of Trust") for the benefit of the Bank to provide
<br />for the acquisition, construction and equipping of the Project by the Purchaser;
<br /> WHEREAS, the obligation of the County to pay the Installment Payments (as
<br />defined in the Installment Purchase Contract) shall constitute a limited
<br />obligation payable from revenues of the Purchaser not derived from the exercise
<br />of its taxing power;
<br /> WHEREAS, the taxing power of the County is not pledged directly or
<br />indirectly to secure any moneys due to the Bank under the Installment Purchase
<br />Contract;
<br /> WHEREAS, there has been presented to the governing board of the Purchaser
<br />the following documents (collectively, the "Instruments"), copies of which are
<br />attached hereto, which the Purchaser proposes to approve, enter into and deliver,
<br />as applicable, to effectuate the proposed financing:
<br /> (1) the form of the Installment Purchase Contract;
<br /> (2) the form of the Escrow Agreement; and
<br /> (3) the form of the Deed of Trust;
<br /> WHEREAS, it appears that each of the Instruments is in appropriate form and
<br />is an appropriate instrument for the purposes intended.
<br /> NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF THE COUNTY COMMISSIONERS OF
<br />THE COUNTY OF CABARRUS, NORTH CAROLINA, AS FOLLOWS:
<br /> Section 1. That all actions of the Purchaser in effectuating the proposed
<br />financing are hereby approved, ratified and authorized pursuant to and in
<br />accordance with the transactions contemplated by the Instruments.
<br /> Section 2. That the Purchaser approved the acquisition, construction and
<br />installation of the project pursuant to and in accordance With the terms of the
<br />Installment Purchase Contract, which will be a valid, legal and binding
<br />obligation of the Purchaser in accordance with its terms. The form and content
<br />of the Installment Purchase Contract are in all respects authorized, approved and
<br />confirmed, and the County Manager and the Finance Officer of the Purchaser or
<br />their designees (collectively, the "Officers") are authorized, empowered and
<br />directed to execute and deliver the Installment Purchase Contract for and on
<br />behalf of the Purchaser, including necessary counterparts, in substantially the
<br />form attached hereto, but with such changes, modifications, additions or
<br />deletions therein as shall to them seem necessary, desirable or appropriate,
<br />their execution thereof to constitute conclusive evidence of their approval of
<br />any and all such changes, modifications, additions or deletions, and that from
<br />and after the execution and delivery of the Installment Purchase Contract, and
<br />said officers are hereby authorized, empowered and directed to do all such acts
<br />and things and to execute all such documents as may be necessary to carry out and
<br />comply with the provisions of the Installment Purchase Contract as executed.
<br /> Section 3. That the form and content of the Escrow Agreement are in all
<br />respects approved and confirmed, and the Officers are authorized, empowered and
<br />directed to execute and deliver the Escrow Agreement for and on behalf of the
<br />Purchaser, including necessary counterparts, in substantially the form attached
<br />hereto, but with such changes, modifications, additions or deletions therein as
<br />shall to them seem necessary, desirable or appropriate, their execution thereof
<br />to constitute conclusive evidence of their approval of any and all such changes,
<br />modifications, additions or deletions, and that from and after the execution and
<br />delivery of the Escrow Agreement, the Officers are hereby authorized, empowered
<br />and directed to do all such acts and things and to execute all such documents as
<br />may be necessary to carry out and comply with the provisions of the Escrow
<br />Agreement.
<br /> Section 4. That the form and content of the Deed of Trust are in all
<br />respects approved and confirmed, and the Officers are authorized, empowered and
<br />directed to execute and deliver the Deed of Trust for and on behalf of the
<br />Purchaser, including necessary counterparts, in substantially the form attached
<br />hereto, but with such changes, modifications, additions or deletions therein as
<br />shall to them seem necessary, desirable or appropriate, their execution thereof
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