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HomeMy WebLinkAbout2011/10/17 RESOLUTION APPROVING AN INSTALLMENT FINANCING CONT & A DEED OF TRUST W/RESPECT THERETO & DELIVERY THEROF & PROVIDING FOR CERTAIN OTHER RELATED MATERIALSEXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A Regular Meeting of the Board of Commissioners (the "Board") of the County of Harnett, North Carolina was held on Monday, October 17, 2011, at 7:00 p.m. in the County Commissioners' Meeting Room, Harnett County Administration Building, 102 East Front Street, Lillington, North Carolina, Timothy B. McNeill, Chairman of the Board of Commissioners of the County of Harnett, North Carolina, presiding and the following Commissioners present: Commissioners Present: Timothy B. McNeill, Chairman Beatrice B. Hill, Vice Chairman Dan Andrews, Commissioner Jim Burgin, Commissioner Gary House, Commissioner Commissioners Absent: None s • • • • r Commissioner House 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 INSTALLMENT FINANCING CONTRACT AND A DEED OF TRUST WITH RESPECT THERETO AND DELIVERY THEREOF AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS WHEREAS, the County of Harnett, 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 the General Statutes of North Carolina to (1) purchase real and personal property, (2) enter into installment financing contracts in order to finance the purchase 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 to secure repayment of the purchase price; WHEREAS, the County has previously executed and delivered an Installment Purchase Contract dated as of May 15, 2002 (the "Prior Contract") between the County and Harnett County Public Facilities Corporation (the "Corporation "); WHEREAS, to secure its obligations under the Prior Contract, the County has previously executed and delivered a deed of trust encumbering, among other collateral, the site on which Overhills High School is located (the "Site ") and the improvements thereon; PPAB 1880239v2 WHEREAS, the Board of Commissioners of the County (the "Board") has previously determined that it is in the best interest of the County to refinance its installment payment obligations under the Prior Contract; WHEREAS, the Board hereby determines that it is in the best interest of the County to enter into an installment financing contract dated as of November 1, 2011 (the "Contract ") with SunTrust Leasing Corporation (the "Lender") in order to pay the capital costs of refinancing its installment payment obligations under the Prior Contract; WHEREAS, the Board hereby further determines that it is in the best interest of the County to enter into a deed of trust, security agreement and fixture filing in connection with the Contract (the "Deed of Trust") relating to the County's fee simple interest in the Site and the improvements thereon; WHEREAS, the Board adopted a resolution on October 3, 2011 making certain findings with respect to the Contract, the Deed of Trust and the projects to be refinanced thereby; WHEREAS, the Board conducted a public hearing on October 17, 2011 to receive public comments on the Contract, the Deed of Trust and the projects to be refinanced thereby; WHEREAS, the County has filed an application with the LGC for approval of the LGC with respect to the County entering into the Contract in an aggregate principal amount of not to exceed $26,000,000 at the interest rate specified in the Contract; WHEREAS, there has been made available to the Board the forms of the: (a) the Contract; (b) the Deed of Trust; (c) a Lease dated as of November 1, 2011 (the "Lease ") under which the County will lease the Site and the improvements thereon to the Harnett County Board of Education; and (d) an Escrow Agreement dated as of November 1, 2011 (the "Escrow Agreement") between the County and U.S. Bank National Association, as escrow agent, relating to the refinancing of the County's payment obligations under the Prior Contract; (collectively, the "Instruments "), which the County proposes to approve, enter into and deliver, as applicable, to effectuate the proposed refinancing at an interest rate specified in the Contract; and WHEREAS, it appears that each of the Instruments is in appropriate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OFHARNETT NORTH CAROLINA, AS FOLLOWS: Section 1. Ratification of Prior Actions. All actions of the County, the County Manager, the Finance Officer and the Clerk to the Board and their respective designees in effectuating the proposed refinancing are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments. PPAB 1880239v2 Section 2. Approval, Authorization and Execution of Contract. The County hereby approves the refinancing of the Prior Contract in accordance with the terms of the Contract, which will be a valid, legal and binding obligation of the County in accordance with its terms. The County hereby approves the amount advanced by the Lender to the County pursuant to the Contract in an aggregate principal amount not to exceed $26,000,000 at the interest rate specified in the Contract, such amount to be repaid by the County to the Lender as provided in the Contract. The form, terms and content of the Contract are in all respects authorized, approved and confirmed, and the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or their respective designees are each authorized, empowered and directed, individually and collectively, to execute and deliver the Contract for and on behalf of the County, including necessary counterparts, in substantially the form 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 their approval of any and all such changes, modifications, additions or deletions, and that from and after the execution and delivery of the Contract, the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or 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 as executed. Section 3. Approval, Authorization of Deed of Trust. The form, terms and content of the Deed of Trust are in all respects authorized, approved and confirmed, and the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or their respective designees are each authorized, empowered and directed, individually and collectively, to execute and deliver the Deed of Trust for and on behalf of the County, including necessary counterparts, in substantially the form 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 their approval of any and all such changes, modifications, additions or deletions, and that from and after the execution and delivery of the Deed of Trust, the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or their respective designees are each 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 Deed of Trust as executed. Section 4. Approval, Authorization of Lease. The form, terms and content of the Lease are in all respects authorized, approved and confirmed, and the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or their respective designees are each authorized, empowered and directed, individually and collectively, to execute and deliver the Lease for and on behalf of the County, including necessary counterparts, in substantially the form 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 their approval of any and all such changes, modifications, additions or deletions, and that from and after the execution and delivery of the Lease, the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or their respective designees are each 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 Lease as executed. Section 5. Approval, Authorization of Escrow Agreement The form, terms and content of the Escrow Agreement are in all respects authorized, approved and confirmed, and the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or their respective designees are each authorized, empowered and directed, individually and collectively, to execute and deliver the Escrow Agreement for and on behalf of the County, including necessary counterparts, in substantially the form 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 PPAB 1880239v2 conclusive evidence of their approval of any and all such changes, modifications, additions or deletions, and that from and after the execution and delivery of the Escrow Agreement, the Chairman, the County Manager, the Finance Officer of the County and the Clerk to the Board or their respective designees are each 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 6. Further Actions. The County Manager, the Chairman of the Board and the Finance Officer of the County are each hereby designated as the County's representatives to act on behalf of the County in connection with the transactions contemplated by the Instruments, and the County Manager, the Chairman of the Board and the Finance Officer of the County are each authorized and directed, individually and collectively, to proceed with the refinancing of the Prior Contract in accordance with the terms of the instruments, and to seek opinions on matters 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 as required by law. The Chairman, the County Manager and the Finance Officer of the County are each hereby authorized to designate one or more employees of the County to take all actions which the Chairman, the County Manager and the Finance Officer of the County are each authorized to perform under this Resolution, and the Chairman, the County Manager, the Finance Officer of the County or their designees are each in all respects authorized on behalf of the County, individually and collectively, to supply all information pertaining to the transactions contemplated by the Instruments. The Chairman of the Board, the County Manager, the Finance Officer of the County and the Clerk to the Board are authorized, individually and collectively, to execute and deliver for and on behalf of the County any and all additional certificates, documents, opinions or other papers and perform all other acts as may be required by the Instruments or as they may deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution. Section 7. Repealer. All motions, orders, resolutions, ordinances and parts thereof in conflict herewith are hereby repealed. Section 8. Severability. If any section, phrase or provision of this Resolution is for any reason declared to be invalid, such declaration will not affect the validity of the remainder of the sections, phrases or provisions of this Resolution. Section 9. Effective Date. This Resolution is effective on the date of its adoption. PPAB 1880239x2 On motion of Commissioner House, seconded by Vice Chairman Hill, the foregoing resolution entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN INSTALLMENT FINANCING CONTRACT AND A DEED OF TRUST WITH RESPECT THERETO AND DELIVERY THEREOF AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" was duly adopted by the following vote: AYES: NAYS: PPAB 1880239v2 STATE OF NORTH CAROLINA 611.1 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 INSTALLMENT FINANCING CONTRACT AND A DEED OF TRUST WITH RESPECT THERETO AND DELIVERY THEREOF AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" adopted bz the Board of Commissioners of the County of Harnett, North Carolina at a meeting held on the 17 day of October, 2011. WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the 17th day of October, 2011. %%k 111111111"le O� �2 m ds y^` PPAB 1880239v2 "eBoard HEELER County of Harnett North C arolina