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Home My WebLink About2015/10/19 RESOLUTION OF THE BOARD OF COMMISSIONERS OF HARNETT COUNTY APPROVING AN AMENDMENT TO AN INSTALLMENT FINANCING CONTRACT BETWEEN THE CTY OF HARNETT & HARNETT CTY PUBLIC FACILITIES CORPEXTRACTS FROM MINUTES OF THE BOARD OF COMMISSIONERS A regular meeting of the Board of Commissioners (the "Board") of the County of Harnett, North Carolina (the "County") was held on Monday, October 19, 2015, at 7:00 p.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 Gordon Springle, Vice Chairman Abe Elmore, Commissioner Barbara McKoy, Commissioner Joe Miller, Commissioner Commissioners Absent:N/A Also Present: Joseph Jeffries, County Manager Paula Stewart, Deputy County Manager Dwight Snow, County Attorney Kimberly Honeycutt, Finance Officer Margaret Regina Wheeler, Clerk Commissioner Elmore 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: A RESOLUTION OF THF. BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT FINANCING CONTRACT WHEREAS, the County of Harnett, North Carolina (the "County") is a duly and regularly created, organized and 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 previously entered into an Installment Financing Contract dated as of November I, 2012 (the "2012 Contract") between the County and Hamett County Public Facilities Corporation (the "Corporation"); WHEREAS, pursuant to an Indenture of Trust dated as of November 1, 2015 (the "Indenture") between the Corporation and U.S. Bank National Association, as trustee (the "Trustee"), the Corporation executed and delivered (1) its $1,105,000 Limited Obligation Bonds (County of Harnett, North Carolina), Series 2012A, of which $555,000 remain outstanding (the "2012A Bonds"), and (2) its $29,435,000 Taxable Limited Obligation Bonds (County of Harnett, North Carolina, Qualified School Construction Bonds), Series 20128, all of which remains outstanding (the "2012B Bonds," and together with the 2012A Bonds, the "2012 Bonds"), each evidencing proportionate undivided interests in rights to receive certain revenues under the 2012 Contract; PPA13 2870735v1 WHEREAS, proceeds of the 2012 Bonds remain unspent, and the County wishes to expend such funds on certain improvements and repairs to various public school facilities located within the County, including roof, HVAC and alarm system improvements, all of which constitute qualified purposes under Section 54F of the Internal Revenue Code of 1986, as amended (the "Code"); WHEREAS, to do so, the County wishes to amend the 2012 Contract so as to expand the definition of "Project' thereunder as permitted under Section 9.04 of the Indenture; WHEREAS, there has been presented to the Board of Commissioners of the County (the "Board') the form of an Amendment Number One to the Installment Financing Contract dated as of October 1, 2015 (the "Contract Amendment") between the County and the Corporation, which the County proposes to approve, enter into and deliver, to expand the term "Project as defined in the 2012 Contract; and WHEREAS, it appears that the Contract Amendment 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 COUNTYOFHARNETT, NORTHCAROLINA, AS FOLLOWS. Section 1. Ratification of Prior Actions. All actions of the County, the Chairman, the County Manager, the Finance Officer, the Deputy Finance Officer and the Clerk to the Board and their respective designees in effectuating the proposed expansion of the Projects financed with proceeds of the 2012 Contract are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Contract Amendment. Section 2. Approval, Authorization and Execution of Contract Amendment. The form, terms and content of the Contract Amendment are in all respects authorized, approved and confirmed. The Chairman, the County Manager, the Finance Officer and the Clerk to the Board are authorized, empowered and directed, individually and collectively, to execute and deliver the Contract Amendment 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 Contract Amendment, the Chairman, the County Manager, the Finance Officer, the Deputy Finance Officer and the Clerk to the Board (collectively, the "Authorized Officers") 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. Further Actions. Each Authorized Officer is hereby designated as a County representative to act on behalf of the County in connection with the transactions contemplated by the Contract Amendment, and the Authorized Officers are authorized, individually and collectively, 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 Authorized Officers are hereby authorized, individually and collectively. to designate one or more employees of the County to take all actions that they are authorized to perform under this Resolution. The Authorized Officers 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 Contract Amendment or as they may deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution. PPAB 28707350 Section 4. Repealer. All motions, orders, resolutions and parts thereof in conflict with this Resolution 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. Effective Date. This Resolution is effective on the date of its adoption. On motion of Commissioner Elmore, seconded by Commissioner Miller, the foregoing resolution entitled "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT FINANCING CONTRACT" was duly adopted by the following vote: AYES: 5 NAYS: 0 PPA6 2870735v1 STATE OF NORTI4 CAROLINA ss: COUNTY OF HARNE T 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 "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN AMENDMENT TO AN INSTALLMENT FINANCING CONTRACT" adopted by the Board of Commissioners of the County of Harnett, North Carolina, at a meeting held on the 19" day of October, 2015. WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the JA44t day of October, 2015. PPAB 2870735v1 JARE"rREGINA HEELER the Board County of Harnett, North Carolina AMENDMENT NUMBER ONE TO THE INSTALLMENT PURCHASE CONTRACT THIS AMENDMENT NUMBER ONE TO THE INSTALLMENT FINANCING CONTRACT dated as of October 1, 2015 (the "First Contract Amendment") between HARNETT COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit corporation duly created and existing under the laws of the State of North Carolina (the "Corporation"), and the COUNTY OF HARNETT, NORTH CAROLINA, a political subdivision duly organized under the laws of the State of North Carolina (the "County"); WITNESSETH: WHEREAS, the Corporation and the County previously entered into an Installment Financing Contract dated as of November 1, 2015 (the "2012 Contract"); WHEREAS, pursuant to an Indenture of Trust dated as of November 1, 2015 (the "Indenture") between the Corporation and U.S. Bank National Association, as trustee (the "Trustee"), the Corporation executed and delivered (1) its $1,105,000 Limited Obligation Bonds (County of Harnett, North Carolina), Series 2012A, of which $555,000 remain outstanding (the "2012A Bonds"), and (2) its $29,435,000 Taxable Limited Obligation Bonds (County of Harnett, North Carolina, Qualified School Construction Bonds), Series 2012B, all of which remains outstanding (the "2012B Bonds," and together with the 2012A Bonds, the "2012 Bonds"); each evidencing proportionate undivided interests in rights to receive certain Revenues under the 2012 Contract; WHEREAS, proceeds of the 2012 Bonds remain unspent, and the County wishes to expend such funds on various improvements and repairs constituting qualified purposes under Section 54F of the Code; WHEREAS, to do so, the County wishes to amend the 2012 Contract so as to expand the definition of "Project" thereunder as permitted under Section 9.04 of the Indenture; NOW, THEREFORE, THIS AMENDMENT NUMBER ONE TO THE INSTALLMENT FINANCING CONTRACT WITNESSETH: Section 1. Amendments to Article L The following definition set forth in Article I of the 2012 Contract is amended to read as follows: "Project" means, collectively, (1) the acquisition, construction, equipping and furnishing of a new Highland Middle School and (2) certain improvements and repairs to various public school facilities located within the County, including roof, HVAC and alarm system improvements. Section 2. Effect of Amendment. Except as expressly amended by this First Contract Amendment, the terms of the 2012 Contract shall remain unchanged and in full force and effect. Section 3. Miscellaneous. Each capitalized term used but not otherwise defined herein has the meaning given to such term in the 2012 Contract. This First Contract Amendment (a) may be executed in any number of counterparts, each of which is an original and all of which constitute but one and the same instrument, and (b) is to be construed, interpreted and enforced in accordance with the laws of the State of North Carolina. PPAB 2870464x2 IN WITNESS WHEREOF, the Corporation and the County have caused this First Contract Amendment to be executed in their respective names by their duly authorized officials or officers, all as of the date first above written. PPAB 2870464v2 HARNETT COUNTY PUBLIC FACILITIES CORPORATION By: oseph I esident [Signatures Continued on Following Pages] [SEAL] Attest: [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO THE INSTALLMENT FINANCING CONTRACT BETWEEN HARNETT COUNTY PUBLIC FACILITIES CORPORATION AND THE COUNTY OF HARNETT, NORTH CAROLINA] Mar ret Regina eeler Cleip to the Board -6f Commissioners PPAB 28704602 COUNTY OF HARNETT, NORTH CAROLINA By: OL os f J s County Manager [Signatures Continued on the Following Page] [COUNTERPART SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO THE INSTALLMENT FINANCING CONTRACT BETWEEN HARNETT COUNTY PUBLIC FACILITIES CORPORATION AND THE COUNTY OF HARNETT, NORTH CAROLINA] Consented to and Accepted: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Shawna Hale Vice President PPAB 2870464v2