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10131992 788 SOLID WASTE TO ENERGY PROPOSAL PRESENTATION AUTHORIZATION FOR UNDERWRITING SERVICES RE: COUNTY'S PURCHASE OF METRO SYSTEM RESOLUTION RE: COUNTY'S PURCHASE OF METRO SYSTEM WEST CENTRAL IV & S DISTRICT MEETING RESOLUTION RE: BOND ANTICIPATION NOTES (IV. C.) EAST CENTRAL W & S DISTRICT MEETING RESOLUTION RE: ENGINEER- ING SERVICES FOR E.C. HARNETT COUNTY BOARD OF Cm1MISSIONERS SPECIAL MEETING, OCTOBER 13, 1992 The Harnett County Board of Commissioners met in special session on Tuesday, October 13, 1992, in the Commissioners Meeting Room, County Office Building, Lillington, North Carolina, with the following members present: Beatrice Bailey Hill, Walt Titchener, Bill Shaw, Mack Reid Hudson, and Chairman Lloyd G. stewart presiding. Others present were Dallas H. Pope, County Manager; W. Glenn Johnson, County Attorney; Vanessa W. Young, Finance Officer and Clerk to the Board; and Kay S. Blanchard, Recording Secretary. Chairman Stewart called the meeting to order at 7 p.m. and Commissioner Beatrice Bailey Hill offered the invocation. Dallas H. Pope, County Manager, briefed the group that the purpose of the special meeting was to receive briefings on a Solid Waste to Energy proposal, consider proposed resolution authorizing the execution of documents associated with the County's purchase of the Northeast Metro System, and also during this meeting the Board would sit in its capacity as the governing body of West Central Water and Sewer District of Harnett County and East Central Water and Sewer District of Harnett County. A presentation concerning a Solid Waste to Energy proposal for Harnett County, which also involves Bladen, Cumberland and Hoke Counties, was presented to the Board by George Armistead, President, and Alan McDonald, Vice President, VEDCO Energy Corporation. C. T. Clayton, Vice President, McKim & Creed Engineers, consulting firm, presented an overview of the current Harnett County Solid Waste Program and analysis of solid waste disposal options for the County. Commissioner Titchener made a motion that the whole matter be put on hold until the new Board takes over. Commissioner Hill seconded the motion and it failed with the following vote: Ayes 2, Noes 3, Absent O. W. Glenn Johnson, County Attorney, was excused from the meeting due to other obligations. John M. Phelps, II, Public Utilities Attorney, presented revised proposals from J. Lee Peeler & Co., Inc. for proposed underwriting services concerning the County's purchase of the Northeast Metro System. Commissioner Hudson made a motion that J. Lee Peeler & Co., Inc. be directed to proceed in accordance with its proposal dated October 13, 1992, by marketing with a blend of retail and institutional sales, with a rating and an underwriter's discount of $17.50 per $1,000 value. Commissioner Shaw seconded the motion and it passed with the following vote: Ayes 4, Noes 1, Absent O. John M. Phelps, II, Public Utilities Attorney, presented for the Board's consideration a resolution authorizing the execution of documents associated with the County's purchase of the Northeast Metro System. Commissioner Shaw moved for adoption of the resolution. Commissioner Hudson seconded the motion and it passed with the following vote: Ayes 4, Noes 1, Absent O. The resolution is copied in full at the end of these minutes as Attachment 1. Chairman stewart called to order a meeting of the Board sitting in its capacity as governing body of the West Central Water and Sewer District of Harnett County. John M. Phelps, II, Public Utilities Attorney, presented a resolution authorizing issuance of Water Bond Anticipation Notes for the West Central Water and Sewer District project. Commissioner Shaw moved for adoption of the resolution. Commissioner Hudson seconded the motion and it passed with a unanimous vote. The resolution is copied in full at the end of these minutes as Attachment 2. Chairman Stewart ldjOUrned the meeting of the Board sitting in its capacity as goverhing body of the West Central Water and Sewer District of Harnett County. I Chairman Stewart called to order a meeting of the Board sitting in its capacity as governing body of the East Central Water and Sewer District of Harnett County. John M. Phelps, II, Public Utilities Attorney, presented a resolution regarding procurement of engineering services for East Central Water and Sewer District of Harnett County. Commissioner Hudson moved for adoption of the resolution. Commissioner Shaw seconded the motion and it passed with the following vote: Ayes 4, Noes 1, Absent O. The resolution is copied in full at the end of these minutes as Attachment 3. 789 Chairman Stewart adjourned the meeting of the Board sitting in its capacity as governing body of the East Central w~ter and Sewer District of Harnett County. ADJOURNMENT There being no further business, the Harnett County Board of Commissioners special meeting, October 13, 1992, duly adjourned at 9 p.m. /l Ii "k / d.. .'-CV- . loyd G. c~ ::.1 ,. - /'J / ()~'O/J" Stewart, Chairman ~w.~ng~ Ko-;r J Ma~J:jlll/LtI 'Kay,S. Blanchard, Secretary A TT ACHHENT 1. EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS The Board of Commissioners (the "Board") of the County of Harnett, North Carolina (the "County"), met in special session in the Harnett County Office Building, 102 E. Front Street, Lillington, North Carolina, at 7:00 o'clock P.M., on October 13, 1992. The following Commissioners were: PRESENT: Beatrice Bailey Hill, Walt Titchener, Bill Shaw, ~~ack Reid Hudson, Lloyd G. Stewart ABSENT: None The Chainnan stated that a purpose of the meeting was to consider and take action on a resolution concerning the installment fmancing of the purchase by the County of certain water production, storage and distribution facilities (the "Facilities") from Northeast Metropolitan Water District of Harnett County (the "Northeast"). Commissioner Shaw then introduced the following resolution which was read by title, and moved that it be adopted: RESOLUTION APPROVING AN INSTALLMENT FINANCING CONTRACT AND TIIE SALE OF CERTIFICATES OF PARTICIPATION AND AUlHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS IN CONNECTION THEREWITH. WHEREAS, there have been available at this meeting fonns of the following: (I) A draft dated October 2, 1992 of the fonn oflnstallment Financing Contract dated as of November I, 1992 (the "Contract") between the County and the Harnett County Public Facilities Corporation (the "Corporation"); (2) A draft Gated October 2, 1992 of the fonn of Deed of Trust and Security Agreeme.t dated as of November I, 1992 (the "Deed of Trust"), from the County to a trustee for the benefit of the Corporation; (3) A draft dated October 2, 1992 of the fonn of Indenture of Trust dated as of November I, 1992 (the "Indenture") between the Corporation and First- Citizens Bank & Trust Company, as trustee (the "Trustee"); (4) A draft dated October 2, 1992 of the fonn of Preliminary Official Statement to be dated on or about October 14, 1992 (the "Preliminary Official Statement") relating to Certificates of Participation in revenues to be received by the Corporation under the Contract (the "Certificates"); (5) A draft dated September 11, 1992 of the fonn of Certificate Purchase Agreement to be dated on or about October 23, 1992 (the "Purchase Contract") between J. Lee Peeler & Company, Inc. (the "Underwriter"), the County and the Corporation; (6) A draft dated October I, 1992, of the fonn of Asset Purchase Agreement to be dated on Jr about Oc~ober 2, 1992 (the" Asset Purchase Agreement") between the County Uld Northeast. 790 WHEREAS, the Board duly conducted a public hearing on August 17, 1992 regarding the Contract to fmance to purchase of the Facilities and, by resolution duly adopted on August 24, 1992, the installment fmancing of the purchase of such Facilities was approved subject to further action of the Board; and WHEREAS, the North Carolina Local Government Commission approved the County's application for approval of the Contract on September 1, 1992; and WHEREAS, the Board desires to approve the Contract and the sale of the Certificates pursuant to the Purchase Contract and to authorize other actions in connection therewith; NOW, TIIEREFORE, BE IT RESOLVED by the Board, as follows: 1. All actions of the County effectuating the proposed fmancing are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the documents referred to above. 2. Each of the Contract, the Deed of Trust, the Purchase Contract and the Asset Purchase Agreement, in the fonn submitted to this meeting, is hereby approved, and the Chainnan of the Board, the County Manager and the Clerk to the Board, as the case may be, are hereby authorized and directed to execute and deliver each of such documents on behalf of the County, with such changes, insertions or omissions as they may approve, their execution thereof to constitute cOJclusive evidence of their approval. 3. The Indenture, in tile fonn submitted to this meeting, is hereby approved in substantially such fonn, with such changes, insertions or omissions as appropriate. 4. Each of the Preliminary Official Statement and the fmal Official Statement in the fonn of the Preliminary Official Statement submitted to this meeting, is hereby approved, in substantially such fonn, with such changes, insertions and omissions as appropriate, and the use thereof in connection with the public offering and sale of the Certificates is hereby authorized. The Chainnan of the Board and the County Manager, as the case may be, are hereby authorized and directed to execute and deliver on behalf of the County, the Preliminary Official Statement and the fmal Official Statement in substantially such fonn, with such changes, insertions and omissions as they may approve, their execution thereof to constitute conclusive evidence of their approval. 5. The Chainnan of the Board, the County Manager, the Clerk to the Board, the Finance Officer and the County's Public Utilities Attorney are hereby authorized to take any and all such further action and to execute and deliver such other documents, including without limitation, rebate compliance agreement as may be necessary or advisable to carry out the intent of this Resolution and to effect the installment fmancing pursuant to the Contract. Without limiting the generality of the foregoing, the Chainnan of the Board, the County Manager, the Clerk to the Board, the Finance Officer and the County's Public Utilities Attorney are authorized to approve all details of the fmancing, including without limitation, the amount advanced uder the Contract (which shall not exceed $3,100,000), the annual payments under the Contn.ct, the interest rates with respect to such payments (which shall not exceed a true interest cost of 7.25 % per annum), the tenn of the Contract (which shall not exceed 17 years), and the discount below the principal amount of the Certificates at which the Certificates are sold to the Underwriter (which shall not exceed 3%). Execution of the Contract by the Chainnan of the Board or the County Manager, as the case may be, shall conclusively evidence approval of all such details of the fInancing. 6. The County hereby represents that it reasonably expects that the County, together with all subordinate entities thereof and any other entities which issue obligations on behalf of the County, will not issue more than $10,000,000 of tax-exempt obligations (other than private activity bonds, except for qualified 501(c)(3) bonds) during calendar year 1992. The County hereby designates its obligations under the Contract and the Certificates as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code. 7. This Resolution shall become effective immediately upon its adoption. Commissioner Hudson following vote: seconded the motion and the motion was adopted by the AYES: Four I NAYS: One ATTACHMENT 2. 791 EXTRACTS FROM MINUTES OF BOARD OF COKKISSIONERS __ HARNETT COUNTY, SITTING AS THE GOVERNING BODY OF WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY Comr.liss ioner Sha\1I presented the following resolution and moved that it be adopted: WHEREAS, the bond order hereinafter described has taken effect and the Board of Commissioners of the County of Harnett, sitting as the governing body of West Central Water and Sewer District of Harnett County, desires to borrow money for the purpose for which bonds are authorized to be issued by said bond order in anticipation of the receipt of the proceeds of the sale of said bonds as hereinafter provided; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of Harnett, sitting as the governing body of West Central Water and Sewer District of Harnett county (the "Issuer"), as follows: (1) The sum of $1,466,000 will be borrowed by the Issuer in anticipation of the receipt of a $1,466,000 portion of the proceeds of the sale of bonds authorized to be issued by the water bond order, adopted by the Board of Commissioners of the county of Harnett, sitting as the governing body of the Issuer, on December 15, 1986, for the purpose for which said bonds are authorized to be issued. Negotiable notes, each designated "Water Bond Anticipation Note," shall be issued for said sum so borrowed. (2) Said notes shall be dated November 3, 1992, shall be payable June 2, 1993 and shall bear interest from their date at a rate which shall not exceed twelve per centum (12%) per annum. Such interest shall be payable at the maturity of the said notes. Each of said notes shall be signed by the Chairman of the governing body of the Issuer and the Clerk of the Issuer and the seal of the Issuer shall be affixed to each of said notes. (3) The power to fix the rate of interest to be borne by said notes and to determine the denomination or denominations of the notes and the place of payment of the notes is hereby delegated to the Chairman of the governing body of the Issuer and Clerk of the Issuer who are hereby authorized and directed to cause said notes to be prepared and to execute said notes when they shall have been sold by the Local Government Commission of North Carolina. 792 (4) The Chairman of the governing body of the Issuer and Clerk of the Ispuer are hereby authorized to make application to the Local Government Commission of North Carolina for its approval of said notes in the manner prescribed by The Local Government Finance Act. Said Local Government Commission is hereby requested to sell the notes in the manner prescribed by said Act. Said notes, when they shall have been sold by said Commission in the manner provided by law and when they shall have been executed in the manner prescribed by this resolution, shall be turned over to the State Treasurer of the State of North Carolina for delivery to the purchasers to whom they may be sold by said commission. (5) The Issuer covenants to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent required to preserve the exclusion from gross income of interest on the notes for Federal income tax purposes. (6) The Issuer hereby represents that (i) the proposed notes are not private activity bonds as defined in the Code and (ii) the Issuer, together with any subordinate entities or any entities which issue obligations on behalf of the Issuer, reasonably expects that it will not issue more than $10,000,000 tax-exempt obligations (other than private activity bonds) during the current calendar year. In addition, the Issuer hereby designates the above-mentioned notes as "qualified tax-exempt obligations" for the purposes of section 265(b) (3) of the Code. (7) The power to make any election on behalf of the Issuer with respect to the arbitrage rebate provisions of the Code applicable to the notes is hereby delegated to the Chairman of the governing body and Finance Officer of the Issuer. The motion having been duly seconded and the resolution having been considered, it was adopted by the following vote: AYES: 5 NAYS: 0 A TT ACHMENT 3. 793 RESOLUTION REGARDING PROCUREMENT OF ENGINEERING SERVICES (EAST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY) THAT WHEREAS, the East central Water and Sewer District of Harnett County (the "District") has heretofore made application to the Farmers Home Administration of the United States Department of Agriculture for a loan and/or grant to be used to fund costs for the installation of water distribution facilities within the District (the "Project"); and WHEREAS, the Board or Commissioners of the County of Harnett, sitting as the governing body of the District (the "Board") desires to continue the planning for the Project and in association therewith wishes to proceed with the process of procuring an engineer for the Project; and WHEREAS, the Board desires to employ an engineering firm which is competent and qualified to provide services, but finds that in order to obtain the best pricing available, it is of the utmost importance to consider the expense of obtaining the same; and WHEREAS, the Board is aware of the declaration of public policy regarding selection of engineers as expressed in N.C. Gen. Stat. S 143-64.31 et. seq.; and WHEREAS, such procedures as outlined in said statutes are not clear and may require the expenditure of unnessary monies in order to comply with the same; and WHEREAS, N.C. Gen. Stat. S 143-64.32 authorizes units of local government to exempt particular projects from the provisions of N.C. Gen. Stat. S 143-64.31 in the sole discretion of the unit of local stating the therefor and the government, reasons circumstances attendant thereto; and WHEREAS, the Board desires to exempt the Project from said provisions and further desires to provide instructions to the appropriate representatives of the District regarding the selection procedure, all as set forth below. NOW, THEREFORE, BE IT RESOLVED by the Board that: 1. Pursuant to N.C. Gen. Stat. S 143-64.32, the Project and all matters associated therewith shall be and hereby are declared exempt from the provisions of Article 3D, Chapter 143 of the General Statutes of North Carolina (N.C. Gen. Stat. S 143-64.31 et. s eq. ) . 2. The following reasons therefor and the circumstances attendant thereto are stated: a. Due to the desire of the Board to obtain the best pricing available and to hold costs at a minimum, the Board finds that it is vital that the expense of the engineering services desired be studied in the District's evaluation process. b. The District is uncertain as to what procedures it must follow under the statutes cited above and therefore desires to elimiate any difficulties it may incur related thereto. 794 c. The District desires to procure the appropriate services as described pursuant to the least costly procedure available. 3. The Board hereby authorizes and directs the individuals named below to proceed with the selection process for an engineer as follows: I a. The Public Utilities Director is instructed to complete a Request for Proposals with respect to the Project to be mailed or otherwise supplied to engineering firms which have shown reasonable interest in providing services within Harnett County. Such Request for Proposals shall set forth the specifications and other appropriate information relative to the scope of work desired for the project, and shall require each firm to submit with its proposal a fee which it shall charge for the services to be provided. Proposals for the Project shall be forwarded to the Harnett County Manager. b. The Harnett County Manager is instructed to cause a review and evaluation to be made, through such administrative function as is appropriate, of such proposals as are received in his office, taking into fee to be charged therefor. The County Manager shall account the demonstrated competence and qualifications for the type of professional services required and the report his findings and any recommendations he may have to the Board for further instructions. Duly adopted this 13th day of October, 1992, upon motion made by Commissioner Hudson seconded by Commissioner Shaw and adopted by the following vote: Ayes 4 Noes 1 Absent o Board of Commissioners of the County of Harnett sitting as the governing body of the East central Water and Sewer District of Harnett County By, At~t: --V ,~~ Vanessa W. Young, Clerk to the Boa d and East Central Water and Sewer District of Harnett County