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HomeMy WebLinkAbout2014/03/17 RESOLUTION OF THE H C BOC APPROVING A PURCHASE AGREEMENT W/RESPECT TO CERTAIN REAL PROPERTY PROVIDING FOR CERTAIN OTHER RELATED MATTERSEXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A Regular Meeting of the Board of Commissioners (the "Board') of the County of Hamett, North Carolina was held on Monday, March 17, 2014, at 7:00 p.m. in the County Commissioners' Meeting Room, Harnett County Administration Building, 102 East Front Street, Lillington, North Carolina, Joe Miller, Chairman of the Board of Commissioners of the County of Harnett, North Carolina, presiding and the following Commissioners present: Joe Miller, Chairman Gary House, Vice Chairman Beatrice B. Hill Jim Burgin Gordon Springle Commissioners Absent: N/A i i R t R i 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 A PURCHASE AGREEMENT WITH RESPECT TO CERTAIN REAL PROPERTY AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS WHEREAS, the County of Hamett, 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 acquire any real or personal property for any authorized public purpose; WHEREAS, at the request of the Board of Trustees of Central Carolina Community College (the "College "), the County acquired on behalf of the College a leasehold interest in a new health sciences building (the "Building") constructed on a parcel of real estate forming a part of the Brightwater Science and Technology Campus located in Lillington, North Carolina (the "Land"), which the College is using for its expanding healthcare and health sciences training programs; WHEREAS, Harnett Forward Together Committee ( "HF7C"') owns the Land on which the Building is located and has leased the Land to Red Rock Harnett, LLC, a North Carolina limited liability company (the "Developer"), under a Ground Lease dated as of March 8, 2012 (the "Ground Lease ") between HFTC, as ground landlord, and Developer, as ground tenant; WHEREAS, the Developer has constructed and leased the Building to the County under a Lease dated as of March 8, 2012 (the "Building Lease ") between the Developer, as landlord, and the County, as tenant; PPAB 2356618V2 WHEREAS, so long as the County performs its obligations under the Building Lease, the Ground Lease will terminate simultaneously on the termination of the Building Lease in accordance with its terms, at which time HFfC will own the Land and all improvements thereon, including the Building, in fee simple; and WHEREAS, due to events and circumstances that have arisen subsequent to the execution and delivery of the Building Lease and Ground Lease and that are unrelated to the transactions described therein, HFfC has determined that it is in HFFC's best interests to sell to the County its residual interest in the Land and the Building (the "Purchased Property") pursuant to the terms of a Purchase Agreement between MC and the County (the "Purchase Agreement'); WHEREAS, the Board hereby determines that it is in the best interest of the County to enter into the Purchase Agreement in order to acquire the Purchased Property from HFTC on the terms set forth in the Purchase Agreement; WHEREAS, a form of the Purchase Agreement has been made available to the Board, and the County proposes to approve, execute and deliver, and to perform its obligations under, the Purchase Agreement in order to effect the transactions contemplated by the Purchase Agreement; and WHEREAS, it appears that the Purchase Agreement is in appropriate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE FT RESOLVED BY THE BOARD OF COABHSSIONERS OF THE COUNTY OFHARNE77: NORTH CAROLINA, AS FOLLOWS: Section 1. Ratifrcadon of Prior Actions. All actions of the County, the Chairman, the County Manager, the Finance Officer, the County Attorney and the Clerk to the Board and their respective designees in effectuating the proposed acquisition of the Purchased Property are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Purchase Agreement. Section 2. Approval, Authorization and Execution of Purchase Agreement The County hereby approves the acquisition of the Purchased Property in accordance with the terms of the Purchase Agreement, which will be a valid, legal and binding obligation of the County in accordance with its terns. The form, terms and content of the Purchase Agreement (including the exhibits attached thereto) 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 Purchase 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 conclusive evidence of the Board's approval of any and all such changes, modifications, additions or deletions. From and after the execution and delivery of the Purchase Agreement, 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 Purchase Agreement as executed. Section 3. Further Actions. The Chairman, the County Manager, the Finance Officer and the County Attorney are each hereby designated, individually and collectively, as the County's representatives to act on behalf of the County in connection with the transactions contemplated by the Purchase Agreement, and the Chairman, the County Manager, the Finance Officer and the County 2 PPAB 2356618x2 Attorney are each authorized and directed, individually and collectively, to proceed with the acquisition of the Purchased Property in accordance with the terms of the Purchase Agreement, 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 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 are each authorized to perform under this Resolution, and the Chairman, the County Manager and the Finance Officer 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 Purchase Agreement. The Chairman, the County Manager, the Finance Officer, the County Attorney 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 agreements, certificates, documents, opinions or other papers and perform all other acts as may be required by the Purchase Agreement or as they may deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution. Section 4. Repealer. All motions, orders, resolutions, ordinances and parts thereof in conflict herewith are hereby repealed. Section 5. 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 6. Effecdve Date. This Resolution is effective on the date of its adoption. On motion of Commissioner Hill, seconded by Vice Chairman House, the foregoing resolution entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING A PURCHASE AGREEMENT WITH RESPECT TO CERTAIN REAL PROPERTY AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" was duly adopted by the following vote: AYES: NAYS: PPAB 2356618x2 STATE OF NORTH CAROLINA ss: COUNTY OF HARNETT I, MARGARET REGINA WHEELER, Clerk to the Board of Commissioners of the County of Hamett, 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 A PURCHASE AGREEMENT WITH RESPECT TO CERTAIN REAL PROPERTY AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" adopted by the Board of Commissioners of the County of Harnett, North Carolina at a meeting held on the 17' day of March, 2014. WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the 17th day of March, 2014. PPAB 235661SV2 ?In nn MAROARET RE (VA WHEELER Clerk to the Board County of Hamett, North Carolina