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2015/04/06 RESOLUTION OF THE BD OF COMM OF CTY OF HARN, NC APPROVEMENT AN AMENDMENT TO AN INSTALLMENT PURCHASE CONTRACT W/THE HARNETT COUNTY PUBLIC FACILITIES CORPORATIONEXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A regular meeting of the Board of Commissioners (the "Board") of the County of Harnett, North Carolina was duly called and held on Monday, April 6, 2015, at 9:00 a.m. in the County Commissioners' Meeting Room, Hamett County Administration Building, 102 East Front Street, Lillington, North Carolina, Jim Burgin, Chairman of the Board presiding and the following Commissioners present: Jim Burgin, Chairman Gordon Springle, Vice - Chairman Abe Elmore, Commissioner Barbara McKoy, Commissioner Joe Miller, Commissioner Commissioners absent: N/A Also present: Joseph Jeffries, Interim County Manager Paula Stewart, Interim Deputy County Manager Dwight Snow, County Attorney Kimberly Honeycutt, Finance Officer Margaret Regina Wheeler, Clerk s s s s s s Vice Chairman Springle introduced the following resolution, a summary of which had been provided to each Commissioner, a copy of which was available with the Clerk to the Board and which was read by title: RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT PURCHASE CONTRACT AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS WHEREAS, the County of Harnett, North Carolina (the "County") is a political subdivision validly existing under the Constitution, statutes and laws of the State (the "State "); WHEREAS. the County has the power, pursuant to the General Statutes of North Carolina, to (1) purchase real and personal property, (2) enter into installment purchase contracts to finance the purchase or improvement of real and personal property used, or to be used, for public purposes, and (3) grant a security interest in some or all of the property purchased or improved to secure repayment of the purchase price; WHEREAS, the County has previously entered into an Installment Purchase Contract dated as of April 15, 2007 (the "2007 Contract ") with the Harnett County Public Facilities Corporation (the "Corporation") in order to finance, in part, (1) the construction, furnishing and equipping of a new elementary school to be known as Overhills Elementary School, (2) the construction, furnishing and equipping a jail and law enforcement center (the "Law Enforcement Facility"), (3) the construction of a gymnasium at Coats Elementary School, and (4) the construction of a solid waste transfer station; PPAB 2749100v2 WHEREAS, in order to secure its obligations under the 2007 Contract, the County executed and delivered a Deed of Trust and Security Agreement dated as of April 15, 2007 from the County to the deed of trust trustee named therein, granting a lien on the real property on which the Law Enforcement Facility and Overhills Elementary School are located and all improvements thereon; WHEREAS, the Corporation previously executed and delivered its Certificates of Participation. Series 2007A (the "1007A Certificates "), evidencing proportionate undivided interests in rights to receive certain revenues (the "Revenues ") pursuant to the 2007 Contract under an Indenture of Trust dated as of April 15, 2007 (the "General Indenture "), as supplemented by Supplemental Indenture, Number 1 dated as of April 15, 2007, each between the Corporation and Regions Bank, as trustee (the "Trustee"); WHEREAS, the Board of Commissioners of the County (the "Board") hereby determines that it is in the best interests of the County to enter into Amendment Number One to the Installment_ Purchase Contract (the "Contract Amendment," and together with the 2007 Contract, the "Contract ") between the County and the Corporation in order to refinance the County's installment payment obligations under the Contract corresponding to the 2007A Certificates maturing on and after December 1, 2018 (collectively, the "Refunded Certificates"); WHEREAS, in connection with the refinancing, the Corporation will execute and deliver under the General Indenture and Supplemental Indenture, Number 2 dated as of April 1, 2015 (the "Second Supplement") between the Corporation and the Trustee a Refunding Certificate of Participation, Series 2015 (the "2015 Certificate "), evidencing proportionate undivided interests in rights to receive certain Revenues pursuant to the Contract, which is to be purchased by Regions Capital Advantage, Inc. (the "Purchaser ") pursuant to the terms set forth in the Second Supplement; WHEREAS, there have been described to the Board forms of the Second Supplement, the Contract Amendment and an Escrow Agreement to be dated as of April 1, 2015 (the "Escrow Agreement," and together with the Second Supplement and the Contract Amendment, the "Instruments') between the County and Regions Bank, as escrow agent (in such capacity, the "Escrow Agent"), copies of which have been made available to the Board, which the Board proposes to approve, enter into and deliver to effectuate the proposed refinancing; WHEREAS, it appears that each of the Instruments is in appropriate form and is an appropriate instrument for the purposes intended; WHEREAS, the County hereby determines that all findings, conclusions and determinations of the County in this Resolution are subject to modification or affirmation until the execution and delivery of the 2015 Certificate: and WHEREAS, the County has filed an application with the LGC for approval of the Contract Amendment; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF THE COUNTY OF IIARNETT, NORTH CAROLINA, AS FOLLOWS: Section 1. Ratification of Actions. All actions of the County, the Chairman of the Board, the Clerk to the Board, the County Manager, the Finance Officer, the County Attorney and their respective designees, whether previously or hereinafter taken in effectuating the proposed refinancing are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments. PPAB 27491OOv2 Section 2. Authorization to Execute the Contract Amendment The County approves the refinancing of the Refunded Certificates in accordance with the terms of the Contract Amendment, in a principal amount not to exceed $31,000,000, which will be a valid, legal and binding obligation of the County in accordance with its terms. The form and content of the Contract Amendment are hereby authorized, approved and confirmed, and the Chairman of the Board, County Manager, the Finance Officer and the Clerk to the Board and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Contract Amendment, including necessary counterparts, in substantially the form and content presented to the Board, but with such changes, modifications, additions or deletions therein as they deem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of the County's approval of any and all changes, modifications, additions or deletions therein from the form and content of the Contract Amendment presented to the Board. From and after the execution and delivery of the Contract Amendment, the Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the Board and their respective designees are hereby authorized, empowered and directed, individually and collectively, to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Contract Amendment as executed. Section 3. Authorization to Execute the Escrow Agreement. The form and content of the Escrow Agreement are hereby in all respects authorized, approved and confirmed, and the Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the Board and their respective designees are hereby authorized, empowered and directed, individually and collectively, to execute and deliver the Escrow Agreement, including necessary counterparts, in substantially the form and content presented to the Board, but with such changes, modifications, additions or deletions therein as they deem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of the County's approval of any and all changes, modifications, additions or deletions therein from the form and content of the Escrow Agreement presented to the Board. From and after the execution and delivery of the Escrow Agreement, the Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the Board are hereby authorized, empowered and directed, individually and collectively, to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Escrow Agreement as executed. Section 4. Purchase of the 1015 Certificate. The 2015 Certificate shall be sold to the Purchaser pursuant to the terms of the Second Supplement. Section 5. County Representative. The Chairman of the Board, the County Manager and the Finance Officer are hereby designated as the County's Representatives to act on behalf of the County in connection with the transaction contemplated by the Instruments, and each is authorized to proceed with the refinancing of the Refunded Certificates in accordance with the Instruments and to seek opinions as a matter of law from the County Attorney, which the County Attorney is authorized to furnish on behalf of the County, and opinions of law from such other attorneys for all documents contemplated hereby. The Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the Board or their respective designees are hereby authorized, empowered and directed, individually and collectively, to do any and all other acts and to execute any and all other documents, which they, in their discretion, deem necessary and appropriate in order to consummate the transactions contemplated by the Instruments or as they deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 6. Authorization to Seek Release of Certain Property. The Board hereby determines that it is in the best interests of the County to authorize the County Manager, the Finance Officer and the County Attorney, individually and collectively, to request from the Trustee and any other interested party under the Deed of Trust (and any other applicable deed of trust) the release from the lien of any such deed PPAB 274910(h2 of trust the various rights of way and easements described in the Deed for Highway Right of Way attached as Exhibit A to this Resolution (the "Released Property"). The Released Property will be acquired by the North Carolina Department of Transportation in connection with certain roadway improvements that will benefit the property that remains subject to the Deed of Trust and any other applicable deed of trust. The County shall provide for payment of all expenses associated with the release of the Released Property. Section 7. Severability. If any section, phrase or provision of this Resolution is for any reason declared invalid, such declaration will not affect the validity of the remainder of the sections, phrases or provisions of this Resolution. Section 8. Repealer. All motions, orders, resolutions and parts thereof, in conflict herewith are hereby repealed. Section 9. Effective Date This Resolution will take effect immediately on its adoption. On motion of Vice Chairman Springle, seconded by Commissioner Miller, the foregoing resolution entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT PURCHASE CONTRACT AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" was duly adopted by the following vote: AYES: 5 NAYS: 0 4 PPAB 2749100v2 STATE OF NORTH CAROLINA ss: COUNTY OF HARNETT 1. MARGARET REGINA WHEELER, Clerk to the Board of Commissioners of the County of Harnett, North Carolina, DO HEREBY CERTIFY that the foregoing is a true and exact copy of a resolution entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT PURCHASE CONTRACT AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" adopted by the Board of Commissioners of the County of Harnett, North Carolina at a regular meeting held on the 6' day of April. 2015. WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the 6' day of Apri l, 2015. zM: Gam_ Z •cnc PPAB 2749100v2 MARG T REGINA HEELER Clerk 16 the Board County of Hamett, North Carolina Exhibit A Deed for Highway Right of Way PPAB 2749100v2