Loading...
HomeMy WebLinkAbout2025-07 RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NC, APPROVING AN INSTALLMENT FINANCING CONTRACT AND DELIVERY THEROF AND 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 Harnett, North Carolina (the "County") was held on Monday, March 17, 2025, at 6:00 p.m. in the Board Chambers of the Harnett County Resource Center and Library, 455 McKinney Parkway, Lillington, North Carolina, Matt Nicol, Chairman of the Board, presiding. Commissioners present: Chairman Matthew Nicol, Vice Chairman William Morris, Commissioner Barbara McKoy, Commissioner W. Brooks Matthews and Commissioner Duncan "Eddie" Jaggers Commissioners absent: N/A Also present: Dwight Snow, County Attorney, Kimberly Honeycutt, Finance Officer, Brent Trout, County Manager and Melissa Capps, Clerk to the Board RESOLUTION NO.2025-07 Commissioner Jaggers moved that the following resolution (the "Resolution"), a copy of which was available with the Board and which was read by title, be adopted: RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN INSTALLMENT FINANCING CONTRACT 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, 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) enter into installment contracts in order to purchase, or finance or refinance the purchase of, real or personal property and to finance or refinance the construction or repair of fixtures or improvements on real property and (2) create a security interest in some or all of the property financed or refinanced to secure repayment of the money advanced therefor; WHEREAS, the Board of Commissioners of the County (the "Board') has previously determined that it is in the best interest of the County to enter into an Installment Financing Contract (the "Contract") with the Harnett County Public Facilities Corporation (the "Corporation") to finance the construction, equipping, and furnishing of school facilities in the County (the "2025 Project"), including, but not limited to, Flatwoods Middle School (the "School"); WHEREAS, it is in the best interest of the County to enter into a Deed of Trust, Security Agreement and Fixture Filing (the "Deed of Trust") related to the County's fee simple interest in the real property on which the School will be located, together with the improvements thereon (the "Mortgaged Property"), that will provide security for the County's obligations under the Contract; PPAB 11973580V4 WHEREAS, to enable the County to enter into the Contract, the Harnett County Board of Education (the "Board of Education") must first convey to the County ownership of the Mortgaged Property so that the County may secure its obligations under the Contract pursuant to the Deed of Trust and grant a lien on the Mortgaged Property; WHEREAS, pursuant to a Lease and Agency Agreement (the "Lease Agreement')], between the Board of Education and the County, (1) the Board of Education will lease the Mortgaged Property back from the County for a term of years, at the end of which the County will convey title to the Mortgaged Property back to the Board of Education, and (2) the County will designate the Board of Education as its agent to carry out the construction and completion of the 2025 Project; WHEREAS, in furtherance of the above plan, the Corporation will execute and deliver its Limited Obligation Bonds (County of Harnett, North Carolina), Series 2025 (the "2025 Bonds") in an aggregate principal amount not to exceed $91,000,000, evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract), under the terms of an Indenture of Trust (the "Indenture") between the Corporation and U.S. Bank Trust Company, National Association, as trustee; WHEREAS, in connection with the sale of the 2025 Bonds by the Corporation to PNC Capital Markets LLC and Robert W. Baird & Co., Inc. (collectively, the "Underwriters"), the Corporation will enter into a Contract of Purchase to be dated the delivery date thereof (the "Contract of Purchase") between the Corporation and the Underwriters, and the County will execute a Letter of Representation to the Underwriter with respect to the 2025 Bonds (the "Letter of Representation"); WHEREAS, there have been described to the Board the forms of the following documents (collectively, the "Instruments"), copies of which have been made available to the Board, which the Board proposes to approve, enter into and deliver, as applicable, to effectuate the proposed installment financing: (1) the Contract; (2) the Indenture, including the form of the 2025 Bonds; (3) the Deed of Trust; (4) the Letter of Representation; and (5) the Lease Agreement. WHEREAS, to make an offering and sale of the 2025 Bonds, there will be prepared a Preliminary Official Statement with respect to the 2025 Bonds (the "Preliminary Official Statement'), a draft thereof having been presented to the Board, and a final Official Statement relating to the Preliminary Official Statement (together with the Preliminary Official Statement, the "Official Statement'), which Official Statement will contain certain information regarding the County; WHEREAS, it appears that each of the Instruments and the Preliminary Official Statement is in an appropriate form and is an appropriate instrument for the purposes intended; WHEREAS, a public hearing on the Contract, Deed of Trust, and the 2025 Project to be financed thereby, after publication of a notice with respect to such public hearing, must be held and the Board conducted such public hearing at this meeting; 2 PPAB 11973580v4 WHEREAS, the County will file an application to the North Carolina Local Government Commission (the "LGC") for approval of the Contract; WHEREAS, Parker Poe Adams & Bernstein LLP, as bond counsel, will render an opinion to the effect that entering into the Contract and the transactions contemplated thereby are authorized by law; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF COMWSSIONERS OF THE COUNTY OF HARNETT, NORTHCAROLINA, AS FOLLOWS: Section 1. Ratification of Instruments. All actions of the County, the Chair of the Board (the "Chair"), the Clerk to the Board (the "Clerk"), the County Manager, the Finance Officer, the County Attorney, and their respective designees, whether previously or hereinafter taken, in effectuating the proposed financing, including the making of application to the LGC, are approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments. Section 2. Authorization of the OrIcial Statement. The form, terms and content of the Preliminary Official Statement are authorized, approved, and confirmed, and the Underwriters' use of the Preliminary Official Statement and the final Official Statement in connection with the sale of the 2025 Bonds is authorized, approved and confirmed. The Chair, the County Manager, the Finance Officer, and the Clerk (collectively, the "Authorized Officers"), are authorized and directed, individually and collectively, to deliver, on behalf of the County, the Official Statement in substantially such form, with such changes, insertions and omissions as he or she may approve. Section 3. Authorization to Execute the Instruments The Board authorizes and approves the acquisition and subsequent leaseback of the Mortgaged Property to the Board of Education in accordance with the Lease Agreement and the financing of the 2025 Project in accordance with the terms of the Instruments, which will be valid, legal and binding obligations of the County in accordance with their terms. The form and content of the Instruments are authorized, approved and confirmed, and the Authorized Officers and their respective designees are authorized, empowered and directed, individually and collectively, to execute and deliver the Instruments, 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 Instruments presented to the Board. From and after the execution and delivery of the Instruments, the Authorized Officers are 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 Instruments as executed. Section 4. County Representative. The Authorized Officers are designated as the County's representatives to act on behalf of the County in connection with the transactions contemplated by the Instruments and the Preliminary Official Statement, and are authorized to proceed with financing the 2025 Project in accordance with the Instruments and the Preliminary Official Statement 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 as required by law. The County Manager and the Chief Financial Officer are authorized, individually and collectively, to select any additional co -managing underwriters for the 2025 Bonds if they determine such selection to be in the best interests of the County. The Authorized Officers and their respective designees are authorized, empowered and directed, individually and collectively, to do any and all other acts and to 3 PPAB 11973580v4 execute any and all other documents, which they, in their discretion, deem necessary and appropriate to consummate the transactions contemplated by the Instruments and the Preliminary Official Statement or as they deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution and to administer the transactions contemplated by this Resolution after the execution and delivery of the 2025 Bonds. 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 repealed. Section 7. Effective Date. This Resolution is effective on the date of its adoption. On motion of Commissioner Jaggers, the foregoing resolution entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN INSTALLMENT FINANCING CONTRACT AND DELIVERY THEREOF AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" was duly adopted by the following vote: AYES: CHAIRMAN MATTHEW NICOL, VICE CHAIRMAN WILLIAM MORRIS, COMMISSIONER BARBARA MCKOY, COMMISSIONER W. BROOKS MATTHEWS AND COMMISSIONER DUNCAN "EDDIE" JAGGERS NAYS: 4 PPAB 11973580v4 STATE OF NORTH CAROLINA SS: COUNTY OF HARNETT 1, Melissa Capps, Clerk to the Board of Commissioners of the County of Harnett, North Carolina, DO HEREBY CERTIFYthat the foregoing is a true and exact copy of a resolution titled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, APPROVING AN INSTALLMENT FINANCING CONTRACT AND DELIVERY THEREOF AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" adopted by the Board of Commissioners of the County of Harnett, North Carolina in regular session convened on the 17th day of March, 2025, as recorded in the minutes of the Board of Commissioners of the County of Harnett, North Carolina. WITNESS, my hand and the seal of the County of Harnett, North Carolina, this the (gay of March, 2025. (SEAL) Melissa Capps Clerk to the Board of Commissioners County of Harnett, North Carolina PPAB 11973580v4