2015/10/19 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;
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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.
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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
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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.
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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.
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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.
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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
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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
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