2016/09/10 RESOLUTION OF THE HCBOC APPROVING THE EXECUTION & DELIVERY OF A REPURCHASE AGREEMENT IN ORDER TO PAY THE CAPITAL COSTS OF ACQUIRING & CONSTRUCTING, FURNISHING & EQUIPPING A NEW HIGHLAND MIDDLE SCHOOL EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS
A special meeting of the Board of Commissioners(the "Board") of the County of Harnett,North
Carolina was duly called and held on Tuesday, September 10, 2013, at 9:00 a.m. in the County
Commissioners' Meeting Room, Harnett 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
Beatrice B.Hill,Commissioner
Gordon Springle,Commissioner
Commissioners Absent: Gary House,Vice Chairman
Joe Miller,Commissioner
* * *
Commissioner Hill 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 THE EXECUTION AND DELIVERY OF A REPURCHASE
AGREEMENT AND CERTAIN 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 Board of Commissioners of the County(the "Board")has previously determined
that it is in the best interest of the County to execute and deliver an Installment Financing Contract dated
as of November 1, 2012 (the "Contract") between the County and Harnett County Public Facilities
Corporation, a North Carolina nonprofit corporation(the"Corporation"), in order to pay the capital costs
of acquiring,constructing,furnishing and equipping a new Highland Middle School(the"Project");
WHEREAS, in connection with the fmancing of the Project, the Corporation executed and
delivered an Indenture of Trust dated as of November 1, 2012 (the"Indenture")between the Corporation
and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Corporation
executed and delivered(1) its$1,105,000 Limited Obligation Bonds(County of Harnett,North Carolina),
Series 2012A (the"2012A Bonds"), and (2) its $29,435,000 Taxable Limited Obligation Bonds (County
of Harnett, North Carolina, Qualified School Construction Bonds), Series 2012B (the"2012B Bonds"),
each evidencing proportionate undivided interests in rights to receive certain revenues under the Contract;
WHEREAS, the County must pay to the Trustee annual installments of principal with respect to
the 2012B Bonds on the dates and in the amounts set forth in the Contract and the Indenture(collectively,
the"Sinking Fund Payments") for deposit in the 2012B Sinking Fund Account (as defined in the
Indenture);
WHEREAS, pursuant to the Indenture,the Trustee is required(1)to invest the funds deposited in
the 2012B Sinking Fund Account as directed by the County and as permitted by the Indenture and
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applicable law, including the Internal Revenue Code of 1986, as amended, and (2) to apply the funds
deposited in the 2012B Sinking Fund Account, together with any investment earnings thereon, to pay in
full the principal with respect to the 2012B Bonds on November 1,2035;
WHEREAS, under the Indenture,the County's obligation to make Sinking Fund Payments will be
reduced by the amount of investment earnings on the funds deposited in the 2012B Sinking Fund
Account;
WHEREAS, the Board previously determined that it was in the County's best interest to engage
Kensington Capital Advisors, LLC (the "Bidding Agent")to solicit bids from qualified forward purchase
agreement and repurchase agreement providers for the investment Of the funds deposited in the
2012B Sinking Fund Account in order to identify the most favorable investment options available to the
County in the current marketplace;
WHEREAS, at the conclusion of the bidding process, the County awarded the bid to Deutsche
Bank Securities, Inc. (the"Provider") on the basis described in the Bidding Agent's bid specifications,
which award is subject to the approval of the County and its advisors of the Provider's investment
agreement and any related documentation;
WHEREAS, there have been described to the Board the forms of (1) a Master Purchase
Agreement, as supplemented by Annex I, each among the Provider, the Trustee and the County
(collectively, the"Repurchase Agreement"), and (2) a Collateral Custody and Valuation Services
Agreement(the"Custody Agreement") among the Provider, the Trustee and Wells Fargo Bank,National
Association, as custodian, copies of which have been made available to the Board, which the Board
proposes to approve,enter into and deliver,as applicable;and
WHEREAS, it appears that each of the Repurchase Agreement and the Custody Agreement
(collectively,the"Investment Agreements") is in an appropriate form and is an appropriate instrument for
the purposes intended;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE COUNTY OF HARNETT,NORTH CAROLINA,AS FOLLOWS:
Section 1. Ratification. All actions of the County, the Chairman of the Board, the County
Manager, the Finance Officer,,the Clerk to the Board and their respective designees, whether previously
or hereinafter taken, in effecting the transactions contemplated by the Investment Agreements are hereby
approved,ratified and authorized.
Section 2. Authorization to Execute the Repurchase Agreement The County approves the
investment of the funds deposited in the 2012B Sinking Fund Account in accordance with the terms of the
Repurchase Agreement, which will bea valid, legal and binding obligation of the County in accordance
with its terms. The form and content of the Repurchase Agreement are hereby in all respects authorized,
approved and confirmed, and the County Manager, the Finance Officer and the Clerk to the Board and
their respective designees are hereby authorized, empowered and directed to execute and deliver the
Repurchase 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 may 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 Repurchase Agreement presented to the Board. From and after the execution and delivery
of the Repurchase Agreement,the Chairman,the Clerk to the Board,the County Manager and the Finance
Officer are hereby authorized, empowered and directed to do all such acts and things and to execute all
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such documents as may be necessary to carry out and comply with the provisions of the Repurchase
Agreement as executed.
Section 3. Approval of the Custody Agreement The form and content of the Custody
Agreement are hereby in all respects approved.
Section 4. County Representative. The Chairman,the County Manager and the Finance Officer
are hereby designated as the County's representative to act on behalf of the County in connection with the
transactions contemplated by the Investment Agreements, and the Chairman,the County Manager and the
Finance Officer are authorized, individually and collectively, to proceed with the transactions
contemplated by the Investment Agreements 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 by this Resolution as required by law or by
the Provider. The County's representatives 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 or appropriate to consummate the
transactions contemplated by the Investment Agreements or as they deem necessary or appropriate to
implement and carry out the intent and purposes of this Resolution.
Section.5. Severability. If any section, phrase or provision of this Resolution is for any reason
declared to be invalid, such declaration shall not affect the validity of the remainder of the sections,
phrases or provisions of this Resolution.
Section 6. Repealer. All motions, orders, resolutions and parts thereof, in conflict herewith are
hereby repealed.
Section 7. Effective Date. This Resolution is effective on the date of its adoption.
On motion of Commissioner Hill, seconded by Commissioner Springle, the foregoing resolution
entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT,NORTH
CAROLINA, APPROVING THE EXECUTION AND DELIVERY OF A REPURCHASE AGREEMENT AND
CERTAIN RELATED MATTERS"was duly adopted by the following vote:
AYEs: 3
NAYS: 0
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STATE OF NORTH CAROLINA
SS:
COUNTY OF HARNETT )
I,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 rHE EXECUTION AND DELIVERY OF A REPURCHASE AGREEMENT AND
CERTAIN RELATED MATTERS"adopted by the Board of Commissioners of the County of Harnett,North
Carolina at a special meeting held on the 10th day of September,2013.
WITNESS my hand and the corporate seal of the County of Harnett,North Carolina,this the 10th
day of September,2013.
0, 4
O � T REGINA ELER
0' fi '•1: Clerls(t the Board
per:r s' m Coun' of Harnett,North Carolina
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