Agenda - 11-16-1993 - VIII-A (2)

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2.. RESOLUTION OF THE COUNTY OF ORANGE, NORTH CAROLINA APPROVING A FACILITIES/SERVICES AGREEMENT AND RELATED MATTERS WHEREAS, the County of Orange, North Carolina (the "County") is a validly existing political subdivision of the State of North Carolina, existing as such under and by virtue of the Constitution, statutes and laws of the State of North Carolina (the "State"); WHEREAS, the County has the power, pursuant to North Carolina General Statutes, to(i)provide community activity facilities used, or to be used, for public purposes and (ii) enter into contracts with respect to the provision of such facilities; WHEREAS, pursuant to a certain Indenture of Trust dated as of December 1, 1993 (the "Indenture"), between Orange County Community Activity Corporation (the "Corporation") and First Union National Bank of North Carolina, as trustee (the "Trustee"), the Corporation will issue its Community Activity Center Revenue Bonds, Series 1993A and Series 1993B(collectively, the "Bonds") and apply the proceeds thereof to the acquisition, construction and equipping of a public ice hockey rink and swimming pool to be located in the County (the "Project"); WHEREAS, the County has determined that it is in the best interest of the County that, instead of building and operating its own swimming pool, the County contract with the Corporation pursuant to a Facilities/Services Agreement dated as of December 1, 1993(the "Agreement")between the County and the Corporation to provide a public swimming pool and management services through the operation of the Project for the benefit of County residents and other persons visiting the County; WHEREAS, the obligation of the County to make payments under the Agreement shall constitute a valid, binding and legally enforceable contractual obligation of the County to the payment of which the County is obligated to appropriate funds in each year thereof, and payable from the County's funds and from the earnings and all income received by the County from whatever source derived unless the use of such funds are restricted other than by action of the Board of Commissioners of the County or the use thereof is otherwise restricted by law, and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,moratorium or other laws relating to or affecting generally the enforcement of creditors' rights heretofore or hereafter enacted or by equitable principles; WHEREAS, there have been presented to the Board of Commissioners of the County(the "Board") the following documents(collectively, the "Instruments"), copies of which are attached hereto, which the County proposes to approve, enter into and deliver to effectuate the proposed purchase financing: (1) the form of the Agreement; and (2) the form of the Indenture; and touo34243 an