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2012/02/06 RESOLUTION APPROVING A LEASE AGREEMENT & PROVIDING FOR CERTAIN OTHER RELATED MATTERS BRIGHTWATER SCIENCE & TECH CAMPUSEXTRACTS 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, February 6, 2012, at 9:00 a.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 Gary House Jim Burgin Commissioners Absent: N/A Chairman McNeill 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 LEASE AGREEMENT 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 lease any real or personal property for any authorized public purpose; WHEREAS, the Board of Trustees of Central Carolina Community College (the "College ") has requested that the County acquire on behalf of the College, pursuant to N.C. Gen Stat. § 153A- 158.2, a leasehold interest in a new health sciences building to be constructed at the Brightwater Science and Technology Campus located within the County (the "Building "), which the College intends to use for its expanding healthcare and health sciences training programs; WHEREAS, the Board of Commissioners of the County (the "Board") has previously determined that it is in the best interest of the County to acquire a leasehold interest in the Building on behalf of the College; WHEREAS, the real property on which the Building will be located (the "Real Property") is owned by Harnett Forward Together Committee, a North Carolina nonprofit corporation PPAB 1917657v2 (the "Corporation "), and the Corporation will lease the Real Property to Red Rock Harnett, LLC, a North Carolina limited liability company (the "Developer "), under a Ground Lease between the Corporation, as ground landlord, and the Developer, as ground tenant (the "Ground Lease "); WHEREAS, the Developer will build the Building and lease the Building to the County under a Lease between the Developer, as landlord, and the County, as tenant (the "Lease "), for a tern of 25 years from the date the County's rent obligations commence under the Lease (the "Term "); WHEREAS, under the Lease, the County will undertake certain infrastructure improvements relating to the Developer's construction of the Building; WHEREAS, so long as the County performs its obligations under the Lease, the Lease and the Ground Lease will terminate at the end of the Term, at which time the Corporation will hold the Real Property and all improvements thereon, including the Building, in fee simple; WHEREAS, the Board hereby determines that it is in the best interest of the County to enter into the Lease in order to acquire a leasehold interest in the Building on behalf of the College; WHEREAS, as required by N.C. Gen. Stat. §153A- 158.2(c), the Board held a public hearing on January 9, 2012 to consider the College's request; WHEREAS, forms of the Lease and the Ground Lease (collectively, the "Instruments ") have been made available to the Board, and the County proposes to approve, enter into and deliver the Lease and approve the Ground Lease in order to effect the transactions contemplated by the Instruments; 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 COUNTYOFHARNETT, NORTHCAROLINA, ASFOLLOWS: Section 1. Ratification of Prior Actions. All actions of the County, the County Manager, the Finance Officer, the County Engineer and the Clerk to the Board and their respective designees in effectuating the proposed leasehold acquisition are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments. Section 2. Approval, Authorization and Execution of Lease. The County hereby approves the acquisition of a leasehold interest in the Building on behalf of the College in accordance with the terms of the Lease, which will be a valid, legal and binding obligation of the County in accordance with its terms. 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 the Board's 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, the County Engineer 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 Lease as executed- 2 PPAB 1917657v2 Section 3. Approval of the Ground Lease. The form and content of the Ground Lease are in all respects authorized, approved and confirmed in substantially the form presented to the Board, but with such changes, modifications, additions or deletions therein as the County Manager or the Finance Officer may deem necessary, desirable or appropriate. Section 4. Further Actions. The County Manager, the Chairman of the Board, the Finance Officer of the County and the County Engineer 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 Instruments, and the County Manager, the Chairman of the Board, the Finance Officer of the County and the County Engineer are each authorized and directed, individually and collectively, to proceed with the acquisition of the leasehold interest in the Building 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 fumish 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, the Finance Officer of the County and the County Engineer are each hereby authorized to designate one or more employees of the County to take all actions which the Chairman, the County Manager, the Finance Officer of the County and the County Engineer are each authorized to perform under this Resolution, and the Chairman, the County Manager, the Finance Officer of the County, the County Engineer 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, the County Engineer 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 Instruments or as they may deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution. Section 5. Repealer. All motions, orders, resolutions, ordinances and parts thereof in conflict herewith are hereby repealed. Section 6. 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 7. Effective Date. This Resolution is effective on the date of its adoption. PPAB 1917657v2 On motion of Chairman McNeill, seconded by Commissioner Andrews, the foregoing resolution entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF RARNETT, NORTH CAROLINA, APPROVING A LEASE AGREEMENT AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" was duly adopted by the following vote: AYES: NAYS: PPAB 1917657v2 STATE OF NORTH CAROLINA ss: COUNTY OF BARNETT 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 A LEASE AGREEMENT 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 6`h day of February, 2012. WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the 6`h day of February, 2012. ,,,M III?,, 9` cn _ m � j 7 PPAB 1917657v2 M RG RET REGIN HEELER Clerk t the Board County of Hamett, North Carolina