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August 5, 2024 (Work Session) Page
<br />Certificates of Participation, if any, and under said one or more short-term
<br />installment financing contract(s) the County would secure the repayment by the
<br />County of the moneys advanced pursuant to such short-term installment financing
<br />contract(s) by granting a security interest in and lien on all or some portion
<br />of the 2024B Projects and/or all or some portion of the real property upon which
<br />the 2024B Projects are located; and
<br />WHEREAS, as part of said proposed plan of financing, the Corporation may
<br />also execute and deliver one or more series of Limited Obligation Bonds and/or
<br />Certificates of Participation in said one or more short-term installment
<br />financing contract(s) in an aggregate principal amount not exceeding
<br />$270,000,000 to finance the advancement of moneys to the County pursuant to
<br />said one or more short-term installment financing contract(s) between the County
<br />and the Corporation or one or more other third parties;
<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 2024B Projects:
<br />(1) an Installment Financing Contract, proposed to be dated on or about
<br />August 1, 2024 (or such other date(s) as may be selected by the County), between
<br />the County and the Corporation (or one or more third parties) as counterparty
<br />(the "Contract(s)"), pursuant to which the Corporation (or such one or more
<br />third parties) will advance moneys to the County for the costs of the 2024B
<br />Projects and the County agrees to make periodic installment payments (the
<br />"Installment Payments") to repay the moneys so advanced, with or without
<br />interest, as applicable;
<br />(2) a Deed of Trust, Security Agreement and Fixture Filing (the "Deed
<br />of Trust"), proposed to be dated on or about August 1, 2024, among the County
<br />as Grantor, the Corporation (or such one or more third parties) as Beneficiary
<br />and the trustee named therein, by which the County would secure its obligations
<br />to the Corporation (or such one or more third parties) under the Contract(s);
<br />(3) an Indenture of Trust, proposed to be dated on or about August 1,
<br />2024 (the "Trust Indenture"), between the Corporation and the trustee named
<br />therein, as trustee (the "Trustee"), pursuant to which there may be executed
<br />and delivered from time to time Certificates of Participation and/or Limited
<br />Obligation Bonds, including, without limitation, the Limited Obligation Bonds
<br />(County of Cabarrus, North Carolina Installment Financing Contract), Series
<br />2024B (collectively, the "Certificates and/or Bonds"), the proceeds of which
<br />will be used to advance the moneys to the County under the Contract(s); and
<br />(4) a Contract of Purchase to be dated on or about August 1, 2024 (the
<br />"Contract of Purchase"), pursuant to which the 2024B Limited Obligation Bonds
<br />would be purchased from time to time by the purchaser(s) of the 2024B Limited
<br />Obligation Bonds;
<br />WHEREAS, the obligations of the County to make Installment Payments and
<br />other payments pursuant to the Contract(s) 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 County
<br />within the meaning of any constitutional debt limitation;
<br />WHEREAS, no deficiency judgment may be rendered against the County in any
<br />action for breach of a contractual obligation under the Contract(s), and the
<br />taxing power of the County is not and may not be pledged in any way directly or
<br />indirectly or contingently to secure any moneys due under the Contract(s); 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 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 Maynard Nexsen
<br />Pruet PC, as special counsel, are hereby ratified, approved and authorized
<br />pursuant to and in accordance with the transactions contemplated by the
<br />Financing Documents.
<br />Section 2. The Board of Commissioners hereby finds and confirms that (i)
<br />the 2024B Projects and the financing thereof by one or more installment
<br />financing contracts is necessary and expedient for the County; (ii) financing
<br />of the 2024B Projects by one or more installment financing contracts, under the
<br />circumstances, is preferable to a bond issue by the County; (iii) the sums to
<br />fall due under said one or more installment financing contracts are adequate
<br />and not excessive for their proposed purpose; (iv) the County's debt management
<br />procedures and policies are good and its debt will continue to be managed in
<br />strict compliance with law; (v) the increase in taxes, if any, necessary to
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