HomeMy WebLinkAboutC.054.93011_1106pursuant to the authority granted to the County under Section 160A-20 of the General
Statutes of North Carolina; and
WHEREAS, the County has determined that it is in the best interests of the
County that the County and the Corporation enter into the Installment Financing
Agreement to make available to the County funds with which to finance the Project;
and
WHEREAS, the County and the Corporation have retained investment bankers
for the purpose of underwriting said Certificates of Participation; and
WHEREAS, said Certificates of Participation are expected to be marketed in
the expectation of executing a Certificate Purchase Agreement with respect thereto on
or about April 27, 2006 and delivering said Certificates of Participation on or about
May 11, 2006; and
WHEREAS, in connection with such financing, it is necessary for the County
to approve the sale of said Certificates of Participation by the Corporation, to approve
certain other documents relating thereto and to authorize certain action in connection
therewith; and
WHEREAS, there have been presented at this meeting copies of the following
documents relating to the delivery of the 2006 Certificates (as hereinafter defined):
(a) a draft of the proposed Certificate Purchase Agreement for the
2006 Certificates (the "Purchase Agreement"), to be dated on or about April 27, 2006,
among the Corporation and Wachovia Bank, National Association and Banc of
America Securities LLC, as underwriters (the "Underwriters"), relating to the
purchase and sale by the Underwriters of the 2006 Certificates;
(b) a draft of the proposed Installment Financing Agreement, pursuant to
which the Corporation will make available to the County funds to be derived from the
sale of the 2006 Certificates with which to finance the Project, and the County will be
obligated to make Installment Payments (as defined in the Installment Financing
Agreement) and certain other payments, among other requirements;
(c) a draft of the proposed Trust Agreement, to be dated as of May 1, 2006
(the "Trust Agreement"), by and between the Corporation and
Deutsche Bank National Trust Company, as trustee (the "Trustee"),
under which the Trustee will make available to the County the
proceeds of Certificates of Participation (Iredell County School
Projects), Series 2006 evidencing proportionate and undivided
ownership interests in the Installment Payments to be made by the
County under the Installment Financing Agreement (the
"2006 Certificates") to pay the cost of financing the Project;
(d) a draft of the proposed Deed of Trust, to be dated as of the date of May
1, 2006 (the "Deed of Trust"), from the County to a deed of trust trustee for the
benefit of the Corporation;
(e) a draft of the Preliminary Official Statement, to be dated on or about
April 18, 2006 (the "Preliminary Official Statement"), relating to the offering of the
2006 Certificates;
(f) drafts of the Construction and Acquisition Agreements, each to be
dated as of May 1, 2006 (each a "Construction Agreement'), between the County and
Iredell-Statesville Schools Board of Education and Mooresville Graded School
District Board of Education (each a "Board of Education"), respectively, pursuant to
which each Board of Education will use its best efforts to cause the construction of the
portion of the Project for which it is responsible; and
(g) drafts of the Lease Agreements, each to be dated as of May 1, 2006
(each a "Lease Agreement'), between the County and each Board of Education,
respectively; now, therefore,
BE IT RESOLVED by the Board of Commissioners for the County of Iredell,
North Carolina:
Section 1. Capitalized words and terms used in this resolution and not defined
herein shall have the same meanings in this resolution as such words and terms are
given in the Trust Agreement and the Installment Financing Agreement.
Section 2. The County hereby approves the sale of the 2006 Certificates by
the Corporation. The 2006 Certificates shall mature in such amounts and at such
times and shall bear interest at such rates as shall be determined by the President, any
Vice President or the Treasurer of the Corporation; provided, however, that the
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