2015/04/06 RESOLUTION OF THE BD OF COMM, CTY OF HARN, NC AUTHORIZING THE APPROVAL, EXECUTION & DELIVERY OF VARIOUS DOCUMENTS IN CONNECTION W/THE ISSUANCE OF CTY OF HARNETT ENTERPRISE SYS REVENUE REFUNDING BOND, SERIES 2015EXTRACTS 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, April 6, 2015, at 9:00 a.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, Interim County Manager
Paula Stewart, Interim Deputy County Manager
Dwight Snow, County Attorney
Kimberly Honeycutt, Finance Officer
Margaret Regina Wheeler, Clerk
s s s s* s
Vice Chairman Springle 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 THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT,
NORTH CAROLINA, AUTHORIZING THE APPROVAL, EXECUTION AND DELIVERY OF
VARIOUS DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF COUNTY OF
HARNETT, NORTH CAROLINA ENTERPRISE SYSTEMS REVENUE REFUNDING BOND,
SERIES 2015; PROVIDING FOR THE PLACEMENT OF THE BOND; SETTING FORTH THE
TERMS AND CONDITIONS UPON WHICH THE BOND IS TO BE ISSUED; AND PROVIDING
FOR CERTAIN OTHER MATTERS IN CONNECTION WITH THE ISSUANCE, SALE AND
DELIVERY OF THE BOND
WHEREAS, the County of Harnett, North Carolina (the "County') is authorized by The State and
Local Government Revenue Bond Act, General Statutes of North Carolina, Section 159 -80 et seq., as
amended (the "Act'), to issue, subject to the approval of the Local Government Commission, at one time
or from time to time revenue bonds of the County for the purposes as specified in the Act;
WHEREAS, the County has determined to issue its Enterprise Systems Revenue Refunding Bond,
Series 2015 (the "1015 Bond') in an aggregate principal amount of not to exceed $11,000,000 to provide
funds to (1) to refund the County's Enterprise Systems Revenue Bonds, Series 2007A maturing on or
after May 1, 2018 (collectively, the "Refunded Bonds ") and (2) to pay the costs of issuing the 2015 Bond,
as described in the Bond Order of the County adopted April 6, 2015;
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WHEREAS, the County will issue the 2015 Bond under (1) a General Trust Indenture dated as of
May 15, 2007 (the "General Indenture ") between the County and Regions Bank, the successor to which
is U.S. Bank National Association, as trustee (the "Trustee "), and (2) Series Indenture, Number 3 dated as
of April 1, 2015 (the "Third Series Indenture ") between the County and the Trustee;
WHEREAS, the County and the Local Government Commission of North Carolina
(the "Commission ") will sell the 2015 Bond to Regions Capital Advantage, Inc. (the "Purchaser "); and
WHEREAS, copies of the forms of the General Indenture and the Third Series Indenture and an
Escrow Agreement dated as of April 1, 2015 (the "Escrow Agreement") between the County and
U.S. Bank National Association, as escrow agent, relating to the transactions described above have been
filed with the County and have been made available to the Board of Commissioners of the County
(the "Board").
NOW THEREFORE, THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNE7T,
NORTH CAROLINA DOES RESOL VE AS FOLLOWS:
Section 1. The issuance of the 2015 Bond by the County in the principal amount not to
exceed $11,000,000 maturing not later than May 1, 2028, in substantially the form and content set forth in
the Third Series Indenture, subject to appropriate insertions and revisions in order to comply with the
provisions of the General Indenture and the Third Series Indenture, be and the same hereby are in all
respects approved and confirmed, and the form and content of the 2015 Bond set forth in the Third Series
Indenture be and the same hereby are in all respects approved and confirmed, and the provisions of the
General Indenture and the Third Series Indenture with respect to the 2015 Bond (including without
limitation the maturity dates and rates of interest) be and the same hereby are approved and confirmed
and are incorporated herein by reference.
Section 2. The 2015 Bond shall be a special obligation of the County. The principal of,
premium, if any, and interest on the 2015 Bond shall not be payable from the general funds of the County,
nor shall they constitute a legal or equitable pledge, charge, lien or encumbrance upon any of its property
or upon any of its income, receipts or revenues except the funds which are pledged under the General
Indenture and the Third Series Indenture. Neither the credit nor the taxing power of the State of North
Carolina or the County are pledged for the payment of the principal of, premium, if any, or interest on the
2015 Bond, and no holder of 2015 Bond has the right to compel the exercise of the taxing power by the
State of North Carolina or the County or the forfeiture of any of its property in connection with any
default thereon.
Section 3. The form and content of the Third Series Indenture and the Escrow Agreement
are hereby in all respects approved and confirmed, and the Chairman of the Board, the County Manager,
the Finance Officer and Clerk to the Board are hereby authorized, empowered and directed, individually
and collectively, to execute and deliver the Third Series Indenture and Escrow Agreement for and on
behalf of the County, including necessary counterparts, in substantially the form and content presented to
the County, but with such changes, modifications, additions or deletions therein as shall to them seem
necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their
approval of any and all such changes, modifications, additions or deletions therein. From and after the
execution and delivery of the Third Series Indenture and the Escrow Agreement, the Chairman of the
Board, the County Manager, the Finance Officer and Clerk to the Board 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 Third Series
Indenture and the Escrow Agreement as executed. The Trustee is hereby appointed as Paying Agent and
Registrar thereunder.
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Section 4. The 2015 Bond shall be sold to the Purchaser pursuant to the terms of the Third
Series Indenture, and if applicable, a bond purchase agreement among the Commission, the County and
the Purchaser (the "Purchase Agreement").
Section S. The Finance Officer of the County is hereby authorized to execute a no-arbitrage
certificate in order to comply with Section 148 of the Internal Revenue Code of 1986, as amended, and
the applicable Income Tax Regulations thereunder.
Section 6. No stipulation, obligation or agreement herein contained or contained in the
2015 Bond, the General Indenture, the Third Series Indenture, the Escrow Agreement or any other
instrument related to the issuance of the 2015 Bond shall be deemed to be a stipulation, obligation or
agreement of any officer, agent or employee of the County in his or her individual capacity, and no such
officer, agent or employee shall be personally liable on the 2015 Bond or be subject to personal liability
or accountability by reason of the issuance thereof.
Section 7. The Chairman of the Board, the County Manager and the Finance Officer of the
County are each hereby authorized, empowered and directed, individually and collectively, to do any and
all other acts and to execute any and all other documents, which they, in their discretion, deem necessary
and appropriate in order to consummate the transactions contemplated by (a) this Resolution, (b) the
General Indenture, (c) the Third Series Indenture, (d) the Escrow Agreement and (e) the other documents
presented to this meeting; except that none of the above shall be authorized or empowered to do anything
or execute any document which is in contravention, in any way, of (i) the specific provisions of this
Resolution, (ii) the specific provisions of the General Indenture, the Third Series Indenture or the Escrow
Agreement, (iii) any agreement to which the County is bound, (iv) any rule or regulation of the County or
(v) any applicable law, statute, ordinance, rule or regulation of the United States of America or the State
of North Carolina.
Section 8. From and after the execution and delivery of the documents hereinabove
authorized, the Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the
Board are each hereby authorized, empowered and directed, individually and collectively, (a) 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 said documents as executed and (b) to take any and all further actions to execute and
deliver any and all other documents (including, if applicable, the Purchase Agreement) as may be
necessary in the issuance of the 2015 Bond, the execution and delivery of the Third Series Indenture, the
Escrow Agreement and the on -going administration of transaction contemplated by the issuance of the
2015 Bond and the execution and delivery of the Third Series Indenture and the Escrow Agreement.
The Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the Board
are each hereby authorized and directed, individually and collectively, to prepare and furnish, when the
2015 Bond is issued, certified copies of all the proceedings and records of the County relating to the
2015 Bond, and such other affidavits, certificates and documents as may be required to show the facts
relating to the legality and marketability of the 2015 Bond as such facts appear on the books and records
in such party's custody and control or as otherwise known to them; and all such certified copies,
certificates, affidavits and documents, including any heretofore furnished, shall constitute representations
of the County as to the truth of all statements contained therein.
Section 9. All acts and doings of the Chairman of the Board, the County Manager, the
Finance Officer and the Clerk to the Board that are in conformity with the purposes and intents of this
Resolution and in the furtherance of the issuance of the 2015 Bond and the execution, delivery and
performance of the Third Series Indenture and the Escrow Agreement are hereby in all respects approved
and confirmed.
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Section 10. If any one or more of the agreements or provisions contained in this Resolution is
held contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or is for any reason whatsoever held to be invalid, then
such covenants, agreements or provisions will be null and void, will be deemed separable from the
remaining agreements and provisions and will in no way affect the validity of any of the other agreements
and provisions hereof or of the 2015 Bond authorized hereunder.
Section 11. All resolutions or parts thereof of the Board in conflict with the provisions
contained in this Resolution are, to the extent of such conflict, hereby superseded and repealed.
Section 11. This Resolution is effective immediately on its adoption.
On motion of Vice Chairman Springle, seconded by Commissioner Miller, the foregoing
resolution entitled "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF
HARNETT, NORTH CAROLINA, AUTHORIZING THE APPROVAL, EXECUTION AND DELIVERY OF
VARIOUS DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF COUNTY OF HARNETT, NORTH
CAROLINA ENTERPRISE SYSTEMS REVENUE REFUNDING BOND, SERIES 2015; PROVIDING FOR THE
PLACEMENT OF THE BOND; SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH THE BOND
IS TO BE ISSUED; AND PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION WITH THE
ISSUANCE, SALE AND DELIVERY OF THE BOND" was duly adopted by the following vote:
AYES: 5
NAYS: 0
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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 `A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH
CAROLINA, AUTHORIZING THE APPROVAL, EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS IN
CONNECTION WITH THE ISSUANCE OF COUNTY OF HARNETT, NORTH CAROLINA ENTERPRISE
SYSTEMS REVENUE REFUNDING BOND, SERIES 2015; PROVIDING FOR THE PLACEMENT OF THE
BOND; SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH THE BOND IS TO BE ISSUED;
AND PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION WITH THE ISSUANCE, SALE AND
DELIVERY OF THE BOND" adopted by the Board of Commissioners of the County of Harnett, North
Carolina, at a meeting held on the 61 day of April, 2015.
WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the 6`h
day of April, 2015. oWil�ibf�i { {4 <,,
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Mar t Regina eeler
Cle o the Board
County of Harnett, North Carolina