HomeMy WebLinkAboutRES-2009-081 Qualified School Construction Bond Financing for Carrboro High School Arts Wing~~s- aoo~ -- 08 ~ 3
Resolution Providing Final Approval of Terms and Agreements
For Countv's 2009 QSCB Financing -Carrboro Arts Wing
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The Orange County Board of Commissioners has previously indicated its intent to
proceed with the construction of the proposed Arts Wing at Carrboro High School (the
"Project"). The County has also made a preliminary determination to finance Project
costs by the use of an installment contract, as authorized under Section 160A-20 of the
North Carolina General Statutes, that qualifies as a "qualified school construction bond"
(a "QSCB"). The QSCB program is a federal tax credit program that provides for very
low cost financing for qualified school projects.
The Finance Officer has obtained for the County a proposal from Branch Banking
and Trust Company (`BB&T) to provide the QSCB installment financing to the County.
BE IT RESOLVED by the Board of Commissioners of Orange County, North
Carolina, as follows:
1. Determination To Proceed with Project -- The Boazd confirms its decision to
carry out the Project. The County will carry out the Project with financing from BB&T,
substantially in accordance with a financing proposal dated November 5, 2009.
Under the financing plan, BB&T will make funds available to the County for use
on Project costs. The County will repay the amount advanced, with interest, over time.
The County will grant to BB&T a mortgage-type interest in Carrboro High School to
secure the County's repayment obligation.
2. Direction To Execute Documents -The Board authorizes and directs the
Board's Chair, the County Manager and the County Finance Officer, or any of them, to
act on the County's behalf and execute and deliver all appropriate Agreements and other
documents (the "Agreements") for the proposed financing. It is the Board's
understanding that the Agreements will be in forms acceptable to the North Cazolina
Local Government Commission, and substantially similaz to those used by BB&T in
similaz financings provided to the County and other North Cazolina local governments,
with appropriate modifications to reflect the chazacteristics of the QSCB program.
The execution and delivery of any document by an authorized County officer will
be conclusive evidence of the approval of the final form of such document. The
Agreements in final form, however, must provide (a) for the amount financed not to
exceed $4,136,434, (b) for a financing term not to extend more than 15 yeazs from the
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loan closing date, and (c) for an annual interest rate not to exceed 1.81% (in the absence
of a default, or a change in tax status).
In addition, the Board's Chair and the County Manager, or either of them, are
authorized and directed to approve, execute and deliver any further documents and
agreements they deem desirable for carrying out the purposes and intents of this
resolution. It is the Boazd's understanding that the financing documents may include (a) a
lease agreement, providing for the School Board to continue to use the transferred school
property during the term of the financing, and (b) a project agreement, under which the
School Boazd will carry out the planned school improvements on the County's behalf.
The execution and delivery of any document by an authorized officer will be
conclusive evidence of his approval of the final form of such document.
3. Authorization to Officers To Complete Closing -The Boazd authorizes
and directs the Finance Officer and all other County officers and employees to take all
proper steps to complete the financing pursuant to the Agreements and as contemplated
by this resolution. The Board authorizes and directs the Finance Officer to hold executed
copies of all documents and instruments authorized or permitted by this resolution in
escrow on the County's behalf until the conditions for their delivery have been completed
to such officer's satisfaction, and thereupon to release the executed copies of such
documents and instruments for delivery to the appropriate persons or organizations.
Without limiting the generality of the foregoing, the Board specifically authorizes
the Finance Officer to approve changes to any documents previously signed by County
officers or employees, provided that such changes do not conflict with this resolution or
substantially alter the intent of the document from that expressed in the form originally
signed. The Finance Officer's authorization of the release of any such document for
delivery will constitute conclusive evidence of such officer's approval of any such
changes.
In addition, the Finance Officer is authorized and directed to take all appropriate
steps for the efficient and convenient carrying out of the County's on-going
responsibilities under the Agreements. This authorization includes, without limitation,
contracting with third parties for reports and calculations that may be required under the
Agreements.
4. Resolutions as to Tax Matters -- The County will not take or omit to take
any action the taking or omission of which will cause its obligations to pay principal and
interest (the "Obligations") to be "arbitrage bonds," within the meaning of Section 148 of
the United States Internal Revenue Code of 1986, as amended, including the applicable
Treasury regulations (the "Code").
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S. Designation as a QSCB -The County designates the Obligations as a
"qualified school construction bond" for the purposes of, and within the meaning of, Code
Section 54F. The County and BB&T intend that the financing will qualify as a QSCB.
6. Miscellaneous Provisions -All County officers and employees aze
authorized and directed to take all such further action as they may consider necessary or
desirable in furtherance of the purposes of this resolution. All such prior actions of
County officers and employees are ratified, approved and confirmed. Upon the absence,
unavailability or refusal to act of the County Manager, the Board's Chair or the Finance
Officer, any other of such officers may assume any responsibility or carry out any
function assigned in this resolution. All other Board proceedings, or parts thereof, in
conflict with this resolution are repealed, to the extent of the conflict. This resolution
takes effect immediately.
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I certify that the foregoing resolution was duly adopted at a meeting of the Board
of Commissioners of Orange County, North Carolina, duly called and held on November
17, 2009, and that a quorum was present and acting throughout such meeting. Such
resolution remains in full effect as of today.
~~ day of November, 2009.
Do a S. Baker
Clerk, Boazd of Commissioners
Orange County, North Cazolina