Revised April 26, 2012 April 30, 2012

Transcription

1 BOARD OF EDUCATION OF HARFORD COUNTY A DECISION ON REFINANCING THE A.A. ROBERTY BUILDING CERTIFICATES OF PARTICIPATION AND THE HARFORD COUNTY PHASE I AND PHASE II ENERGY LEASES DATED 1//001 AND 1/1/00 RESPECTIVELY Background Information: Revised April, 01 April 0, 01 Harford County Public Schools entered into an energy performance lease (Phase I) dated 1//001 and an energy performance lease (Phase II) dated 1/1/00. HCPS also entered into financing for the A.A. Roberty Building on //00. The current economic market allows for refunding of these existing debts. Discussion: Davenport & Company LLC has prepared financial analyses on //01 and //1 that reflects considerable savings through refunding these three debt issues. The net present value (NPV) savings on the A.A. Roberty Building is $1,1,0.0, and the NPV savings for the combined energy leases is $1,.0. The NPV total savings is $1,0,0.. The current interest rate on the building lease is.% and the interest rate on the refunding debt is.%. The building lease will be paid with annual payments. The current interest rate on the Phase I energy lease is.% and the interest rate on Phase II is.%. The refunding energy lease interest rate on the Phase I is 1.% and 1.% on Phase II. Energy lease debt will be paid with semi-annual payments. The number of years remaining on all three debt payments will not change with the refunding. In order to take advantage of these savings, the school system will incur expenses of $,00 for a financial advisor and legal counsel. In addition, the school system is responsible for a call premium of $1,1. for early call of the building debt. The school system is also responsible for $,.0 in accrued interest on the building debt from March 1, 01 to the proposed closing date of May 0, 01. These expenses are included in the calculation used to determine the $1,0,0. in NPV savings for the three debt issues. The total interest payments saved is $1,1,. over the remaining life of the refunding debt issues. Settlement is scheduled for May 0, 01 for the building refunding and June 1, 01 for the energy leases. This refunding effort will require the approval of not only the Board of Education, but also the County Executive and County Council. The approval of the refunding is on the May, 01 Harford County Council meeting agenda. Superintendent s Recommendation: The Superintendent recommends the Board of Education approve the refunding of the debt for the A.A. Roberty Building and the energy performance leases and delegate signature authority to the Superintendent for the refunding documents. The total interest payments saved is $1,1,. over the remaining life of the refunding debt issues.

2 Apr, 01 :1 am Prepared by DBC Finance SAVINGS Board of Education of Harford County Refunding of Series 00 COPs Present Value Prior Refunding to 0/0/01 Date Debt Service Debt Service 0/0/01,1.,.,.,.1 0/0/01,1.,.,.1,0.0 0/0/01,1.,0. 1,01.1,1. 0/0/01,1.,1. 0/0/01,1.,1. 0/0/01,1., /0/01,1., /0/00,1., /0/01,1.,1. 0/0/0,1.,1. 0/0/0,1.,1. 0/0/0,1.,1. 0/0/0,1.,1. 0/0/0,1.,1. 0/0/0,1., /0/0,1., /0/0,1., /0/00,1.,1. 1,,. 1,0,.1 1,1,0. 1,1,0.0 Savings Summary PV of savings from cash flow 1,1,0.0 Net PV Savings 1,1,0.0

3 Apr, 01 1: pm Prepared by Davenport & Company LLC SAVINGS Board of Education of Harford County Refunding of Harford County Phase I Energy Lease (1//001) Present Value Prior Refunding Annual to 0/1/01 Date Debt Service Debt Service Savings 1.1% 1/0/01,1.00 1,.,0.1 1,. 0/0/01 1,0.1-1,0.1,00. -,1. 1/0/01,.00 1,0.1 1,.1,.0 0/0/01 1,.1-1, ,0. 1/0/01,.00 1,. 1,1.1 1,0. 0/0/01 1,1.0-1, ,. 1/0/01 0,.00 0,0.0 0,.0 1,1.1 0/0/01 0,.0-0, ,. 1/0/01 00,0. 00, /0/ ,0,. 1,,.0,00.,00. 1,. Savings Summary PV of savings from cash flow 1,. Net PV Savings 1,.

4 Apr, 01 1: pm Prepared by Davenport & Company LLC SAVINGS Board of Education of Harford County Refunding of Harford County Phase II Energy Lease (1/1/00) Present Value Prior Refunding Annual to 0/1/01 Date Debt Service Debt Service Savings 1.1% 1/0/01,.00,0.1,0.1,. 0/0/01 1,1. -1,1. 1,0. -0,. 1/0/01,00.00,0.,0. 1,. 0/0/01,0. -,0..1-1,0. 1/0/01,.00,00.,0. 1,. 0/0/01,00. -,00.,1. -,1. 1/0/01,.00 1,1.0,. 1,01. 0/0/01 1,1.0-1,1.0,. -01,. 1/0/01,0.00,0. 0,0.,. 0/0/01,0. -,0. 1,0. -1,0. 1/0/01,1., /0/ ,,.,,1. 1,. 1,. 1,.1 Savings Summary PV of savings from cash flow 1,.1 Net PV Savings 1,.1

5 BOARD OF EDUCATION OF HARFORD COUNTY, MARYLAND APRIL 0, 01 RESOLUTION A Resolution to authorize the issue, sale and delivery by the Board of Education of Harford County, Maryland (the Board ) of an amended Equipment Lease Purchase Agreement with SunTrust Bank and/or SunTrust Equipment Finance and Leasing Corp. to amend and/or supplement a Conditional Purchase Agreement executed by the Board and SunTrust Bank, as seller, and a Certificate of Participation Trust Indenture executed by the Board and SunTrust Bank, as indenture trustee, and to replace certain Certificates of Participation issued to SunTrust Leasing Corporation pursuant to the foregoing Certificate of Participation Trust Indenture dated September, 00 with respect to financing for the acquisition of an administration building by the Board at Hickory Avenue and Courtland Street in Bel Air, Maryland. WHEREAS, the Board of Education of Harford County (the Board ) arranged in September, 00, for the acquisition of an administration building containing approximately 0,000 square feet ( Administration Building ) located on. acres of land, more or less, at Hickory Avenue and Courtland Street, Bel Air, Maryland ( Property ); and WHEREAS, the Board financed the construction and acquisition of the Administration Building with SunTrust Leasing Corporation, in the form of a lease-purchase financing based upon estimated costs of approximately $,00,, with a lease rate of.% requiring annual lease payments (principal and interest) of $,1. (the Annual Payments ) for years and a ground lease from the Board, as lessor, and SunTrust Bank, as lessee, with a term of 0 years (the Ground Lease ), but subject to termination when all payments required by the Conditional 1

6 Purchase Agreement (hereinafter defined) have been made or prepaid in full ( SunTrust Proposal ); and WHEREAS, SunTrust Bank, as trustee, leased the Administration Building to the Board pursuant to a Conditional Purchase Agreement executed by the Board and SunTrust Bank, as Seller ( Conditional Purchase Agreement ); and WHEREAS, the financing for the construction of the Administration Building, including contingencies, cost of closing and cost of issuance, was pursuant to a Certificate of Participation Trust Indenture executed by the Board and SunTrust Bank as indenture trustee (the COP Trust Indenture ), pursuant to which SunTrust Bank as indenture trustee and seller under the Conditional Purchase Agreement, acquired an interest in the Annual Payments under the Conditional Purchase Agreement providing for annual payments to begin on March 1, 00; and WHEREAS, SunTrust Leasing Corporation purchased the Certificates of Participation pursuant to the COP Trust Indenture (the Certificates of Participation ); and WHEREAS, construction of the Administration Building was completed on or about December 1, 00, and the Administration Building has been occupied by the Board since approximately March 1, 00; and WHEREAS, the Board agreed that the execution of the Ground Lease and the obligations of the Board incurred pursuant to the Conditional Purchase Agreement and the COP Trust Indenture were in the best interests of the Board; and WHEREAS, pursuant to Section.01 of the COP Trust Indenture, the Certificates of Participation are subject to redemption prior to maturity at the option of the Board, in whole, on any interest payment date, at the following prices expressed as percentages of the principal

7 amount of the Certificates of Participation to be redeemed, together with accrued interest thereon, to the date fixed for redemption. Period During Which Redeemed Redemption Price (Both Dates Inclusive) March 1, 00 thru March 1, 01 % March 1, 01 and thereafter 0% WHEREAS, the Board has been advised by Davenport & Company, LLC, its financial advisor, that it may be in the best interest of the Board to refund its outstanding Certificates of Participation issued pursuant to the COP Trust Indenture; and WHEREAS, the Board has received a proposal dated April 1, 01 from SunTrust Equipment Finance and Leasing Corp. that SunTrust Bank as Indenture Trustee, will permit a refunding of all outstanding Certificates of Participation at a lease rate of.% requiring annual lease payments (principal and interest) of $,. on March 1, 01, $,. on March 1, 01, $,0. on March 1, 01, followed by fifteen (1) payments of $,1. for the years March 1, 01 through March 1, 00, inclusive (the Annual Payments ) with provision for prepayment on any payment due date of % of the then unpaid principal balance subject to the existing Ground Lease and the Board, as lessor, and SunTrust Bank, as lessee, for an initial term of forty (0) years, but subject to termination when all payments required by the Conditional Purchase Agreement (hereinafter defined), as amended, have been made or prepaid in full (the SunTrust Proposal ); and WHEREAS, all installment payments required by the Certificates of Participation to be made in each year on the first day of March from 00 through 01, inclusive, have been made; and

8 WHEREAS, the proposed redemption will be subject to a premium of two percent (%) with the proviso that new or supplemental Certificates of Participation may be immediately issued, in exchange for the existing Certificates of Participation issued prior to the amended or supplemental COP Trust Indenture, but not later than ninety (0) days after the date of issuance of new Certificates of Participation, in the form of amended Certificates of Participation; and WHEREAS, the Board agrees that the Conditional Purchase Agreement and the COP Trust Indenture shall be amended to reflect the new lease rate and new installment payments to be made by the Board, beginning March 1, 01. NOW, THEREFORE, be it resolved that the Board will derive direct benefit from the Ground Lease, the Conditional Purchase Agreement and the COP Trust Indenture, all as amended or supplemented pursuant to the SunTrust Proposal. AND BE IT FURTHER RESOLVED, that the Board accepts the SunTrust Proposal subject to such changes as the Superintendent of Schools for Harford County, Maryland and with the approval of counsel, determines to be in the best interests of the Board, and the Assistant Superintendent of Business Services of the Board is authorized to execute the SunTrust Proposal on behalf of the Board; AND IT IS FURTHER RESOLVED, that the Board execute amendments to the Conditional Purchase Agreement, the COP Trust Indenture and the Ground Lease with SunTrust Bank and SunTrust Bank as Indenture Trustee, as soon as practicable, and that new Certificates of Participation be issued upon receipt and return to the Board of the currently outstanding Certificates of Participation issued by the Board pursuant to the COP Indenture Trust dated September 1, 00;

9 AND IT IS FURTHER RESOLVED, that each of the Superintendent of Schools for Harford County, Maryland, the President of the Board and the Vice President of the Board (the Authorized Persons ) are hereby authorized, directed and empowered to execute, issue and deliver to SunTrust Bank, SunTrust Bank as Indenture Trustee and/or SunTrust Equipment Finance and Leasing Corp., as the case may be, for and on behalf of and in the name of the Board and to execute and deliver any and all other instruments and documents and cause to be done all such further actions as shall be deemed necessary, advisable, convenient or proper by the Authorized Persons or required by SunTrust Bank, SunTrust Bank as Indenture Trustee and/or SunTrust Equipment Finance and Leasing Corp. in connection with the amended or supplemented Ground Lease, the amended or supplemental Conditional Purchase Agreement, the amended or supplemental COP Trust Indenture and the issuance of new Certificates of Participation, which action and things heretofore done to effectuate the purpose or purposes of these Resolutions, are hereby in all respects ratified, confirmed and approved as the act or acts of the Board; AND IT IS FURTHER RESOLVED, that an amended Ground Lease, an amended Conditional Purchase Agreement and an amended COP Trust Indenture are hereby approved and authorized; and that one or more of the Authorized Persons are hereby authorized to execute and deliver the amended Ground Lease, the amended Conditional Purchase Agreement and the amended COP Trust Indenture in substantially the forms approved by the Authorized Persons; provided, however, that one or more of the Authorized Persons are hereby authorized, in their discretion, to approve such changes in the form, substance and content of the amended Ground Lease, the amended Conditional Purchase Agreement and the amended COP Trust Indenture and any other documents required by SunTrust Bank, SunTrust Bank as Indenture Trustee and/or

10 SunTrust Finance and Leasing Corp. as may be necessary, appropriate or advisable, the execution and delivery of the amended Ground Lease, the amended Conditional Purchase Agreement and the amended COP Trust Indenture on behalf of the Board to be conclusive evidence of such approval; AND BE IT FURTHER RESOLVED, that the aggregate principal amount of the Certificates of Participation issued pursuant to the amended Certificate of Participation, the amended Conditional Purchase Agreement and the amended COP Trust Indenture shall not exceed the current principal amount due pursuant to the Certificates of Participation and COP Trust Indenture plus a premium of two percent (%) required by Section.01 of the COP Trust Indenture, plus cost of issuance and closing costs; AND BE IT FURTHER RESOLVED, that the obligation of the Board to make payments pursuant to the Amended Conditional Purchase Agreement shall be subject to appropriation by Harford County in each and every year that the Amended Conditional Purchase Agreement is outstanding and is in effect; AND BE IT FURTHER RESOLVED, that the closing for the sale of new or amended Certificates of Participation and the execution of an amended Conditional Purchase Agreement, an amended COP Trust Indenture and an amended Ground Lease shall be completed in not more than ninety (0) days from the date of issuance of the new or amended Certificates of Participation; AND IT IS FURTHER RESOLVED, that the Board covenants that it will not make any use of the proceeds of the Certificate of Participation or any monies, securities or other obligations on deposit to the credit of the Board or otherwise which may be deemed by the Internal Revenue Service to be proceeds of the financing pursuant to the Internal Revenue Code

11 of 1, as amended, and income tax regulations thereunder (collectively, the Code ), which would cause the Certificates of Participation, or payments thereunder, to be arbitrage bonds or private activity bonds within the meaning of the Code; AND IT IS FURTHER RESOLVED, that the Board covenants that it will comply with those provisions of the Code applicable to the financing on the date of issuance of the Certificates of Participation, or which may be subsequently, lawfully applicable thereto; AND IT IS FURTHER RESOLVED, that the Board covenants that it will not take any action, fail to take any action or make any use of the proceeds of the Certificates of Participation which will cause the interest component of the Annual Payments, pursuant to the Amended Conditional Purchase Agreement, become includable in gross income for purposes of federal income taxation; AND IT IS FURTHER RESOLVED, that this Board shall advise Harford County, Maryland that it intends to realize savings with respect to its annual lease payments pursuant to the existing COP Trust Indenture by the issuance of new Certificates of Participation to be issued pursuant to the amended COP Trust Indenture; AND IT IS FURTHER RESOLVED, that the provisions of these Resolutions are severable, and if any provision, sentence, clause, section or part hereof is held illegal, invalid or unconstitutional or inapplicable to any persons or circumstances, such illegality, invalidity or unconstitutionality or inapplicably will not affect or impair any of the remaining provisions, sentences, clauses, sections or parts of these Resolutions or their application to other persons or circumstances. It is hereby declared to be the intent of the Board that these Resolutions would have been passed if such illegal, invalid or unconstitutional provision, sentence, clause, section

12 or part had not been included herein, as if the person or circumstances to which these Resolutions or any part hereof are inapplicable had been specifically exempted therefrom; AND IT IS FURTHER RESOLVED, that authority herein granted is expressly subject to the approval by bond counsel; AND IT IS FURTHER RESOLVED, that this Resolution shall become effective immediately upon adoption by the Board of Education of Harford County, Maryland. ADOPTED this day of April, Robert M. Tomback, Ph.D. Leonard D. Wheeler, Ed.D. Superintendent of Schools President, Board of Education

13 BOARD OF EDUCATION OF HARFORD COUNTY, MARYLAND APRIL 0, 01 RESOLUTION A Resolution to authorize the issue, sale and delivery by the Board of Education of Harford County, Maryland (the Board ) of its amended and/or supplemented Equipment Lease Purchase Agreements in a principal amount not to exceed the aggregate lease payments remaining pursuant to a Equipment Lease Purchase Agreement dated December, 001 with SunTrust Bank approved by the Board by Resolution on November, 001; and an Equipment Lease Purchase Agreement with SunTrust Bank dated December 1, 00 approved by the Board by Resolution on December, 00. WHEREAS, the Board of Education of Harford County (the Board ) approved two separate Equipment Lease Purchase Agreements in 001 and 00 authorizing the Board to enter into Equipment Lease Purchase Agreements with SunTrust Bank, as lessor, and SunTrust Bank, Corporate Trust Department, as escrow agent; and WHEREAS, the Board executed and delivered an Equipment Lease Purchase Agreement dated December, 001 with SunTrust Bank, as lessor and escrow agent, providing for lease purchase payments in the aggregate amount of approximately $,1,000, plus interest payments under the lease to commence on December, 001 and payments to be made beginning one year from the commencement date of the lease in the amounts described in Exhibit A-1 attached hereto, which also constituted Exhibit D under the Equipment Lease Purchase Agreement dated December, 001 (the 001 Equipment Lease Purchase Agreement ); and 1

14 WHEREAS, the Board executed and delivered an Equipment Lease Purchase Agreement dated December 1, 00 with SunTrust Bank, as lessor and escrow agent, providing for lease purchase payments in the aggregate amount of approximately $,,1, plus interest payments under the lease to commence on December 1, 00 and payments to be made beginning one year from the commencement date of the lease in the amounts described in Exhibit A- attached hereto, which also constituted Exhibit B under the Equipment Lease Purchase Agreement dated December 1, 00 (the 00 Equipment Lease Purchase Agreement ); and WHEREAS, the 001 Equipment Lease Purchase Agreement incorporated into the lease payment a lease rate of.% for fifteen years; and WHEREAS, the 00 Equipment Lease Purchase Agreement incorporated into the lease payment a lease rate of.% for fifteen years; and WHEREAS, the equipment subject to both the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement was acquired from Johnson Controls, Inc. and has been in possession of the Board and used for the corporate purposes of the Board since the commencement of each lease on December, 001 and December 1, 00, respectively; and WHEREAS, SunTrust Bank has offered to the Board the opportunity to refund both the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement on or after June 1, 01, together with accrued interest thereon to the date of actual redemption but without payment of a pre-payment premium; and WHEREAS, the Board has been advised by Davenport & Company, LLC, its financial advisor, that it may be in the best interest of the Board to refund its obligations under the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement; and

15 WHEREAS, the Board has received a proposal from SunTrust Equipment Finance and Leasing Corp. indicating that SunTrust Bank will permit a refunding of all outstanding obligations under and pursuant to the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement on condition that one or more amended or supplemented lease purchase agreements be executed by the Board providing, with respect to the 001 Equipment Lease Purchase Agreement, a lease rate of approximately 1.% requiring semi annual lease payments due on the first days of December and June of both principal and interest for the years 01 through 01, inclusive, and providing with respect to the 00 Equipment Lease Purchase Agreement, a lease rate of approximately 1.% requiring semi annual lease payments of both principal and interest for the years 01 through 01, inclusive; all such payments pursuant to the schedule of rental payments attached hereto as Exhibit B; and WHEREAS, all rental installment payments required by both the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement were made in each year on or about the seventh day of December pursuant to the 001 Equipment Lease Purchase Agreement and on or about the nineteenth day of December, pursuant to the 00 Equipment Lease Purchase Agreement, respectively. NOW, THEREFORE, be it resolved that the Board agrees that the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement shall be amended and/or supplemented to reflect the new lease rate and new installment payments to be made by the Board in the form of one or more Equipment Lease Purchase Agreements representing all payments required pursuant to the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement;

16 AND BE IT FURTHER RESOLVED, that the Board accepts the proposal of SunTrust Bank dated April 1, 01 as supplemented on April, 01, (the SunTrust Equipment Lease Proposal ) with changes to payment schedules provided by Davenport & Company, LLC, subject to such changes as the Superintendent of Schools for Harford County, Maryland and with the approval of counsel, determines to be in the best interests of the Board, and the Assistant Superintendent of Business Services is authorized to execute the SunTrust Equipment Lease Proposal on behalf of the Board; AND IT IS FURTHER RESOLVED, that the Board execute amendments or supplements to the existing 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement and one or more new Equipment Lease Purchase Agreements shall be executed upon termination of the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement, said new Equipment Lease Purchase Agreement to reflect the principal obligations under the existing 001 and 00 Equipment Lease Purchase Agreements plus an interest component at the new lease rate of 1.% and 1.%, respectively, with payments under both the 001 Equipment Lease Purchase Agreement and the 00 Lease Purchase Agreement to be made on the first days of December and June in each year until the expiration of the respective lease term as provided in the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement; AND IT IS FURTHER RESOLVED, that each of the Superintendent of Schools for Harford County, Maryland, the President of the Board and the Vice President of the Board (the Authorized Persons ) are hereby authorized, directed and empowered to execute, issue and deliver to SunTrust Bank and/or SunTrust Equipment Finance and Leasing Corp., as the case may be, for and on behalf of and in the name of the Board and to execute and deliver any and all

17 other instruments and documents and cause to be done all such further actions as shall be deemed necessary, advisable, convenient or proper by the Authorized Persons or required by SunTrust Bank and/or SunTrust Equipment Finance and Leasing Corp. in connection with one or more amended or supplemented Equipment Lease Purchase Agreements to replace the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement, which action and things heretofore done to effectuate the purpose or purposes of these Resolutions, are hereby in all respects ratified, confirmed and approved as the act or acts of the Board; AND IT IS FURTHER RESOLVED, that any one or more of the Authorized Persons are hereby authorized to execute and deliver the amended or supplemented Equipment Lease Purchase Agreements in substantially the forms approved by the Authorized Persons and counsel; provided, however, that one or more of the Authorized Persons are hereby authorized in their direction to approve such changes in the form, substance and content of the amended or supplemented Equipment Lease Purchase Agreements and any other documents required by SunTrust Bank and/or SunTrust Finance and Leasing Corp. as may be necessary or appropriate or advisable, the execution and delivery of the amended or supplemented Equipment Lease Purchase Agreements to be conclusive evidence of such approval by and on behalf of the Board; AND IT IS FURTHER RESOLVED, that the aggregate principal amount of the rental payments to be made under the amended or supplemented Equipment Lease Purchase Agreements shall not exceed the current principal amounts due under the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement plus a lease interest rate of 1.% for the 001 Equipment Lease Purchase Agreement and 1.% for the 00 Equipment Lease Purchase Agreement, plus cost of issuance and closing costs provided that

18 payments under each of the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement shall be made semi annually; AND IT IS FURTHER RESOLVED, that the obligation of the Board to make payment pursuant to the amended or supplemented Equipment Lease Purchase Agreements shall be subject to appropriation by Harford County, Maryland in each and every year that the amended or supplemented Equipment Lease Purchase Agreement is outstanding and in effect; AND IT IS FURTHER RESOLVED, that the closing for the execution of the amended or supplemented Equipment Lease Purchase Agreements and the termination of the 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement shall be completed on or after June 1, 01 but not more than ninety days from the date of issuance of the amended or supplemented Equipment Lease Purchase Agreements; AND IT IS FURTHER RESOLVED, that the Board covenants that it will not make any use of the proceeds of the amended or supplemented Equipment Lease Purchase Agreements or any monies, securities or other obligations on deposit to the credit of the Board or otherwise which may be deemed by the Internal Revenue Service to be proceeds of the financing pursuant to the Internal Revenue Code of 1, as amended, and income tax regulations thereunder (collectively, the Code ), which would cause the amended or supplemented Equipment Lease Purchase Agreements or payments thereunder to be arbitrage bonds or private activity bonds within the meaning of the Code; AND BE IT FURTHER RESOLVED, that the Board covenants that it will comply with those provisions of the Code applicable to the financing on the date of issuance of the amended or supplemented Equipment Lease Purchase Agreements, or which may be subsequently, lawfully applicable thereto;

19 AND IT IS FURTHER RESOLVED, that the Board covenants that it will not take any action, fail to take any action or make any use of the proceeds of the Equipment Lease Purchase Agreement which will cause the interest component of the aggregate rental payments to be made pursuant to the amended or supplemented Equipment Lease Purchase Agreements, to become includable in gross income for purposes of federal income taxation; AND IT IS FURTHER RESOLVED, that this Board shall advise Harford County, Maryland that it intends to realize savings with respect to its annual lease payments pursuant under the existing 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement by the execution of one or more amended or supplemented Equipment Lease Purchase Agreements and termination of the existing 001 Equipment Lease Purchase Agreement and the 00 Equipment Lease Purchase Agreement; AND IT IS FURTHER RESOLVED, that the provisions of these Resolutions are severable, and if any provision, sentence, clause, section or part hereof is held illegal, invalid or unconstitutional or inapplicable to any persons or circumstances, such illegality, invalidity or unconstitutionality or inapplicably will not affect or impair any of the remaining provisions, sentences, clauses, sections or parts of these Resolutions or their application to other persons or circumstances. It is hereby declared to be the intent of the Board that these Resolutions would have been passed if such illegal, invalid or unconstitutional provision, sentence, clause, section or part had not been included herein, as if the person or circumstances to which these Resolutions or any part hereof are inapplicable had been specifically exempted therefrom; AND IT IS FURTHER RESOLVED, that authority herein granted is expressly subject to the approval by bond counsel;

20 AND IT IS FURTHER RESOLVED, that this Resolution shall become effective immediately upon adoption by the Board of Education of Harford County, Maryland. ADOPTED this day of April, 01. Robert M. Tomback, Ph.D. Leonard D. Wheeler, Ed.D. Superintendent of Schools President, Board of Education

21 EXHIBIT A-1 First Year $, Second Year $00,0 Third Year $0,1 Fourth Year $1, Fifth Year $,1 Sixth Year $1, Seventh Year $,0 Eighth Year $, Ninth Year $,0 Tenth Year $, Eleventh Year $,1 Twelfth Year $, Thirteenth Year $, Fourteenth Year $0, Fifteenth Year Final Balance* *Final Balance owed shall include, but not be limited to, any remaining outstanding principal, accrued interest, late fees, legal expenses, and any other unpaid charges, fees, etc.

22 EXHIBIT A- First Year $1, Second Year $, Third Year $, Fourth Year $, Fifth Year $, Sixth Year $01,0 Seventh Year $, Eighth Year $1, Ninth Year $, Tenth Year $, Eleventh Year $,00 Twelfth Year $, Thirteenth Year $, Fourteenth Year $,0 Fifteenth Year $,0* *Final Balance owed shall include, but not be limited to, any remaining outstanding principal, accrued interest, late fees, legal expenses, and any other unpaid charges, fees, etc.

23 EXHIBIT B Schedule of Rental Payments 001 Equipment Lease Purchase Agreement 1/01/01 $1,. 0/01/01 $1,0.1 1/01/01 $1,0.1 0/01/01 $1,.1 1/01/01 $1,. 0/01/01 $1,1.0 1/01/01 $0,0.0 0/01/01 $0,.0 1/01/01 $00,0. 00 Equipment Lease Purchase Agreement 1/01/01 $,0.1 0/01/01 $1,1. 1/01/01 $,0. 0/01/01 $,0. 1/01/01 $,00. 0/01/01 $,00. 1/01/01 $1,1.0 0/01/01 $1,1.0 1/01/01 $,0. 0/01/01 $,0. 1/01/01 $,1.