2015/07/20 RESOLUTION BY THE BOC OF CTY OF HARNETT TO EXECUTE AN INSTALLMENT CONTRACT W/BANK OF AMERICA TO AQUIRE, CONSTRUCT, RENOVATE, EQUIP AND FURNISH A CTY AG CENTER & ANIMAL CONTROL SHELTER EXTRACTS 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,July 20, 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 D- q
Barbara McKoy,Commissioner D
Joe Miller,Commissioner
)24441A-tkeil
Commissioners Absent:N/A k. (( Ct,;xl
Also Present: Joseph Jeffries,County Manager
Paula Stewart,Deputy County Manager l�, , ,
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:
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 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
(1)purchase real and personal property, (2) enter into installment fmancing contracts in order to finance
and refinance the purchase 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 to secure repayment of the purchase
price;
WHEREAS,the County has previously executed and delivered an Installment Financing Contract
dated as of January 15, 2005 (the "Prior Contract") between the County and Bank of America, N.A. in
order to finance all or a portion of the costs to acquire, construct, renovate, equip and furnish a County
Agricultural Center(the"Agriculture Center")and a County Animal Control Shelter;
WHEREAS,the Board of Commissioners of the County(the"Board")has previously determined
that it is in the best interest of the County to (1) refinance the County's installment payment obligations
PPAB 2859665v2
under the Prior Contract, (2) finance various capital improvements and repairs to the County's public
works facility (the"Public Works Facility"), and (3) fmance the acquisition of certain real property
(collectively, the"Land') owned by Harnett Forward Together Committee, a North Carolina nonprofit
corporation, Western Harnett Industrial Park, Inc., a North Carolina nonprofit corporation, and Emmett
Edgerton Industrial Properties, Inc., a North Carolina nonprofit corporation (collectively, the "Sellers"),
by repaying all or a portion of the Sellers' outstanding indebtedness with respect to the Land;
WHEREAS, the Board hereby determines that it is in the best interest of the County to enter into
an Installment Financing Contract dated as of August 1, 2015 (the "Contract") between the County and
First Bank(the "Bank") in order to (1)refmance the County's installment payment obligations under the
Prior Contract, (2) finance various capital improvements and repairs to the Public Works Facility,
(3)fmance the acquisition of the Land by repaying all or a portion of the Sellers' outstanding
indebtedness with respect to the Land and(4)pay certain costs incurred in connection with the execution
and delivery of the Contract;
WHEREAS, the Board hereby further determines that it is in the best interest of the County to
execute and deliver a Deed of Trust, Security Agreement and Fixture Filing dated as of August 1, 2015
(the"Deed of Trust")to the deed of trust trustee named therein for the benefit of the Bank, granting a lien
on the County's fee simple interest in the real property on which the Agriculture Center and the Public
Works Facility are located, as more particularly described in the Deed of Trust, and the improvements
thereon,in order to secure the County's obligations under the Contract;
WHEREAS, the Board adopted a resolution on June 15,2015 making certain findings with respect
to the Contract, the Deed of Trust and the projects to be fmanced and refinanced thereby as described
above(collectively,the"Projects");
WHEREAS, the Board conducted a public hearing on June 30, 2015 toreceive public comments
on the Contract,the Deed of Trust and the Projects;
WHEREAS, the County has filed an application with the Local Government Commission of North
Carolina(the"LGC")for approval of the LGC with respect to the County entering into the Contract in an
aggregate principal amount of not to exceed $7,000,000, and the County hereby determines that all
findings, conclusions and determinations of the County in this Resolution are subject to such approval by
the LGC;
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;and
(3) a Purchase Agreement to be dated the date of its delivery(the"Purchase
Agreement") between the County and the Sellers, pursuant to which the County will
acquire the Land from the Sellers; and
WHEREAS, it appears that each of the Instruments is in appropriate form and is an appropriate
instrument for the purposes intended;
2
PPAB 2859665v2
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE
COUNTY OF HARNETT, NORTH CAROLINA,AS FOLLOWS:
Section 1. Ratification of Prior Actions. All actions of the County, the County Manager,
the Finance Officer, the Deputy Finance Officer, the County Attorney and the Clerk to the Board and
their respective designees in effectuating the County's acquisition of the Land and the proposed financing
and refinancing of the Projects 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 Contract. The County hereby
approves the financing and refinancing of the Projects in accordance with the terms of the Contract,
which will be a valid, legalandbinding inaccordance with terms. The
b ding obligation of the Countyits
County hereby approves the amount advanced by the Bank to the County pursuant to the Contract in a
principal amount not to exceed $7,000,000, such amount to be repaid by the County to the Bank as
provided in the Contract. The form, terms and content of the Contract are in all respects authorized,
approved and confirmed, and the Chairman, the County Manager and the Clerk to the Board or their
respective designees are authorized, empowered and directed, individually and collectively, to execute
and deliver the Contract 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 their approval of any and all such changes, modifications, additions or deletions.
From and after the execution and delivery of the Contract, the Chairman; the County Manager, the
Finance Officer,the Deputy Finance Officer 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
Contract as executed.
Section 3. Approval,Authorization of Deed of Trust. The form, terms and content of the
Deed of Trust are in all respects authorized, approved and confirmed, and the Chairman, the County
Manager and the Clerk to the Board or their respective designees are authorized,empowered and directed,
individually and collectively, to execute and deliver the Deed of Trust 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 their approval of any and all such changes,
modifications, additions or deletions. From and after the execution and delivery of the Deed of Trust,the
Chairman, the County Manager, the Finance Officer, the Deputy Finance Officer 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 Deed of Trust as executed.
Section 4. Approval, Authorization of the Purchase Agreement. The form, terms and
content of the Purchase Agreement are in all respects authorized, approved and confirmed, and the
Chairman, the County Manager, the Finance Officer and the Clerk to the Board or their respective
designees are authorized, empowered and directed, individually and collectively, to execute and deliver
the Purchase Agreement 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 their approval of any and all such changes, modifications, additions or deletions.
From and after the execution and delivery of the Purchase Agreement, the Chairman, the County
Manager, the Finance Officer 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
3
PPAB 2859665v2
execute all such documents as may be necessary to carry out and comply with the provisions of the
Purchase Agreement as executed
Section 5. Further Actions. The Chairman, the County Manager, the Deputy County
Manager,the Finance Officer and the Deputy Finance Officer are each hereby designated as the County's
representatives to act on behalf of the County in connection with the transactions contemplated by the
Instruments. The Chairman, the County Manager, the Deputy County Manager,the Finance Officer and
the Deputy Finance Officer are authorized and directed, individually and collectively,to proceed with the
acquisition of the Land and the fmancing and refinancing of the Projects 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 furnish 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
Deputy County Manager, the Finance Officer and the Deputy Finance Officer are hereby authorized to
designate one or more employees of the County to take all actions which the Chairman, the County
Manager,the Deputy County Manager,the Finance Officer or the Deputy Finance Officer is authorized to
perform under this Resolution, and the Chairman, the County Manager,the Deputy County Manager,the
Finance Officer,the Deputy Finance Officer or their designees are 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, the County Manager,the Deputy County Manager,the
Finance Officer, the Deputy Finance Officer 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 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 6. Repealer. All motions, orders, resolutions, ordinances and parts thereof in
conflict herewith are hereby repealed.
Section 7. 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 8. Effective Date. This Resolution is effective on the date of its adoption.
On motion of Commissioner Elmore, seconded by Vice Chairman Springle, 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 2859665v2
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 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" adopted by the Board of Commissioners of the County of Harnett, North Carolina, at a
meeting held on the 20th day of July,2015.
WITNESS my hand and the corporate seal of the County of Harnett,North Carolina, this the 20th
day of July,2015.
''--M •
1,04.66.4.
..4:.- `��.9 7.l j+,`' 1,, ,'
OQ .: ARE REG,VA WHEELER
co ,t`r t% 1 '+ Cle to the Bo. �'i
* �, �'i County of Harnett,North Carolina
04....°')Y ./I
1
PPAB 2859665v2