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2012/09/25 RESOLUTION APPROVING AN INSTALLMENT FINANCING CONTRACT & A DEED OF TRUST W/RESPECT THERETO & DELIVERY THEREOF & PROVIDING FOR CERTAN OTHER MATTERS HARNETT MIDDLE SCHOOLParker Poe Draft — 09/17/12 EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A special meeting of the Board of Commissioners (the "Board") of the County of Harnett, North Carolina was duly called and held on Monday, September 25, 2012, at 7:00 p.m. at Benhaven Elementary School, 2815 Olivia Road, Olivia, North Carolina 28368, 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 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 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 political subdivision validly existing under the Constitution, statutes and laws of the State (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 purchase contracts to finance the purchase or improvement 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 or improved to secure repayment of the purchase price; 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 (1) an installment financing contract with the Harnett County Public Facilities Corporation, a North Carolina nonprofit corporation (the "Corporation "), in order to pay the capital costs of acquiring; constructing, furnishing and equipping a new Highland Middle School (the "Project ") and (2) a deed of trust, security agreement and fixture filing (the "Deed of Trust') related to all or a portion of the County's fee simple interest in the real property on which Highland Middle School will be located, together with the improvements thereon, to provide security for the County's obligations under the Contract; WHEREAS, the Corporation will execute and deliver (1) its Limited Obligation Bonds (County of Harnett, North Carolina), Series 2012A (the "2012A Bonds "), and (2) its Taxable Limited Obligation Bonds (County of Harnett, North Carolina, Qualified School Construction Bonds), Series 2012B PPAB 2002518v2 (the "1012B Bonds," and together with the 2012A Bonds, the "Bonds "), in an aggregate principal amount not to exceed $31,500,000, each evidencing proportionate undivided interests in rights to receive certain Revenues (as defined in the Contract) pursuant to the Contract; WHEREAS, the County intends (1) to designate the 2012B Bonds as "qualified school construction bonds" under Section 54F of the Internal Revenue Code of 1986, as amended (the "Code ") and (2) to elect to receive a direct payment from the United States Treasury Department equal to the credit amount allowable pursuant to Section 6431 of the Code with respect to the 2012B Bonds; WHEREAS, in connection with the sale of the Bonds by the Corporation to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Robert W. Baird & Co. (collectively, the "Underwriters "), the Corporation will enter into a Contract of Purchase to be dated on or about November 1, 2012 (the "Contract of Purchase ") between the Corporation and the Underwriters relating to the Bonds, and the County will execute a Letter of Representation to the Underwriters with respect to the 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 Deed of Trust; (3) an Indenture of Trust dated as of November 1, 2012 (the "Indenture ") between the Corporation and U.S. Bank National Association, as trustee; (4) the Contract of Purchase; (5) the Letter of Representation; (6) a Lease dated as of November 1, 2012 (the "Lease ") between the County and the Harnett County Board of Education (the "School Board"); and (7) an Agency Agreement dated as of November 1, 2012 (the "Agency Agreement," and together with the Lease, the "School Documents ") between the County and the School Board; WHEREAS, to make an offering and sale of the Bonds, there will be prepared a Preliminary Official Statement with respect to the 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 are in an appropriate form and is an appropriate instrument for the purposes intended; WHEREAS, the Board did conduct a public hearing on September 4, 2012, to receive public comment on the proposed Contract and the Project; and WHEREAS, the County has filed an application to the LGC for approval of the Contract; PPAB 2002518v2 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, AS FOLLOWS: Section 1. Ratification of Instruments. All actions of the County, the Chairman of the Board (the "Chairman "), the Clerk to the Board (the "Clerle'), the County Manager, the Finance Officer of the County, the County Attorney and their respective designees, whether previously or hereinafter taken, in effectuating the proposed financing are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments. Section 2. Authorization of the Official Statement. The form, terms and content of the Preliminary Official Statement are in all respects authorized, approved and confirmed, and the use of the Preliminary Official Statement and of the final Official Statement by the Underwriters in connection with the sale of the Bonds is hereby in all respects authorized, approved and confirmed. The Chairman, the County Manager and the Finance Officer are each hereby authorized and directed to deliver, on behalf of the County, the Official Statement in substantially such form, with such changes, insertions and omissions as each may approve. Section 3. Authorization to Execute the Contract The County approves the acquisition of the Project 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 form and content of the Contract are hereby in all respects authorized, approved and confirmed, and the Chairman, the Clerk and the County Manager and their respective designees are hereby authorized, empowered and directed to execute and deliver the Contract, 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 Contract presented to the Board. From and after the execution and delivery of the Contract, the Chairman, the Clerk, the County Manager and the Finance Officer of the County are hereby authorized, empowered and directed 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 4. Authorization to Execute the Deed of Trust The County approves the form and content of the Deed of Trust, and the Deed of Trust is in all respects authorized, approved and confirmed. The Chairman, the Clerk and the County Manager and their respective designees are hereby authorized, empowered and directed to execute and deliver the Deed of Trust, 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 Deed of Trust presented to the Board. From and after the execution and delivery of the Deed of Trust, the Chairman, the Clerk, the County Manager and the Finance Officer of the County are hereby authorized, empowered and directed 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 5. Letter of Representation.. The form and content of the Letter of Representation are hereby in all respects approved, and the Chairman or the County Manager is authorized to execute the Letter of Representation for the purposes stated therein. Section 6. Authorization to Execute the School Documents. The County approves the form and content of each of the School Documents, and each of the School Documents is in all respects authorized, approved and confirmed. The Chairman, the Clerk and the County Manager and their respective designees are hereby authorized, empowered and directed to execute and deliver each of the School 3 PPAB 2002518v2 Documents, 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 each of the School Documents presented to the Board. From and after the execution and delivery of the School Documents, the Chairman, the Clerk, the County Manager and the Finance Officer of the County are hereby authorized, empowered and directed 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 each School Document as executed. Section 7. County Representative. The Chairman, the County Manager and the Finance Officer of the County are hereby designated as the County's Representative to act on behalf of the County in connection with the transactions contemplated by the Instruments and the Preliminary Official Statement, and the Chairman, the County Manager and the Finance Officer are authorized to proceed with the acquisition of the Project in accordance with the Instruments 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 by this Resolution as required by law. The County's representatives or designees are in all respects authorized on behalf of the County to supply all information pertaining to the County for use in the Official Statement and the transactions contemplated by the Instruments or the Preliminary Official Statement. The County's representatives or their respective designees are hereby authorized, empowered and directed to do any and all other acts and to execute any and all other documents, which they, in their discretion, deem necessary or appropriate to consummate the transactions contemplated by the Instruments or the Preliminary Official Statement or as they deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution. Section 8. 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 9. Repealer. All motions, orders, resolutions and parts thereof, in conflict herewith ar_ e hereby repealed. Section 10. Effective Date. This Resolution is effective on the date of its adoption. On motion of Commissioner House, seconded by Commissioner Andrews, 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: 5 NAYS: 0 4 PPAB 2002518v2 STATE OF NORTH CAROLINA ss: COUNTY OF HARNETT 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 IIARNETT, 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 by the Board of Commissioners of the County of Harnett, North Carolina at a special meeting held on the 25" day of September, 2012. WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the 25th day of September, 2012. pO�F t;OMMji�S;4., .yN rD ����l1lI1111��♦ PPAB 2002518v2 Gina Wheeler From: Gina Wheeler Sent: Thursday, September 27, 2012 11:13 AM To: 'Juby, P. Michael`, Cole, Ted; Sylvia Blinson; Kimbedy.A.,Honeycutt Cc: _Bob Troutman'; Tom Frye; Scott Sauer- - Subject: approved resolution Attachments: SAdmin C28012092711060.pdf Importance: High Please find attached a scanned color copy of the 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.