Agenda - 04-19-2016 - 7-a - Adoption of the Final Financing Resolution Authorizing the Issuance of $8,150,000 in Installment Purchase Financing for Various Capital Investment Plan Projects

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64 Attachment 5 S*H draft of April 4 PROJECT COMPLETION AND AGENCY AGREEMENT THIS PROJECT COMPLETION AND AGENCY AGREEMENT is dated as of May 1, 2016, and is entered into by and between ORANGE COUNTY, NORTH CAROLINA (the "County"), and THE ORANGE COUNTY BOARD OF EDUCATION (the "School Board"). WITNESSETH: The County and the School Board have agreed to carry out capital improvements for public schools, including the installation of new roofs (the "Project") for Grady Brown Elementary School ("Grady Brown"). As part of this plan, the County has executed and delivered an Installment Financing Contract (the "Financing Contract") providing for the financing of the Project. The County and the School Board have agreed that the School Board will be responsible for carrying out the Project for and on behalf of both itself and the County, under the terms of this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises set forth in this Agreement and for other valuable consideration, the parties agree as follows: 1. DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned in the Financing Contract. 2. APPOINTMENT; ACCEPTANCE. The County and the School Board agree that the School Board assumes all rights, duties and responsibilities for carrying out the Project, except as limited in this Agreement. The School Board will appoint no further agent to assume these rights or carry out these duties and responsibilities without the County's prior written consent. 3. CONTRACTS. The School Board, with the County's approval, may enter into any purchase order, contract or change order with respect to the Project in the School Board's name. The County ratifies any such prior actions by the School Board. Alternatively, the County