HomeMy WebLinkAboutRES-2008-056 Final Resolution for Financing of Solid Waste Equipmenty-~,~
Resolution Providing Final Approval of Terms and
Documents for 2008 Landfill Equipment Financing
WHEREAS:
Orange County has previously determined to carry out a plan (the "Project")
to finance certain landfill equipment through the use of installment fmancing under
Section 160A-20.
The County has solicited competitive proposals from banks to provide the
desired fmancing, and RBC Bank (USA) (the "Bank") has submitted the best
proposal.
BE IT THEREFORE RESOLVED by the Board of Commissioners of
Orange County, North Carolina, as follows:
1. Determination To Proceed with Financing -The County confums
its plans to undertake and finance the Project. The County will carry out the plan
with fmancing from the Bank, substantially in accordance with a fmancing
proposal dated July 28, 2008.
Under the fmancing plan, the Bank 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 the Bank a security interest in the
landfill equipment 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 to
act on the County's behalf and execute and deliver all appropriate documents (the
"Documents") for the proposed fmancing. It is the Board's understanding that the
Documents will be in forms substantially similar to those used by the Bank in
similar fmancirigs provided to other North Carolina local governments.
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. The
Documents in fmal form, however, must be consistent with the fmancing. plan
described in this resolution and must provide (a) for the amount financed by the
County not. to exceed $1,200,000, (b) for an annual interest rate not to exceed
3.27% (in the absence of default, or a change in tax status), and (c) for a financing
term not to extend beyond 59 months from the closing date.
3. Authorization to Finance Officer To Complete Closing -The
Board authorizes and directs the Finance Officer to hold executed copies. of all
financing documents 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 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, agreements
or certifications previously signed by County officers or employees, provided that
such changes do not conflict with this resolution or substantially alter the intent
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.
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 "Code" (as defined below), or "private activity
bonds" within the meaning of Code Section 141, or otherwise cause interest
components of the installment payments to be includable in gross income for
federal income tax purposes. Without limiting the .generality of the foregoing, the
County will comply with any Code provision that may require the County at any
time to pay to the United States any part of the earnings derived from the
investment of the financing proceeds. In this resolution, "Code" means the United
States Internal Revenue Code of 1986, as amended, and includes applicable
Treasury regulations.
S. Obligations are "Bank-Qualified" -The County designates its
payment Obligations as "qualified tax-exempt obligations" for the purpose of Code
Section 265(b)(3), which provides certain tax advantages for financial institutions
providing financing to the County.
6. Miscellaneous Provisions -- All County officers and employees are
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.
* * ~ ~
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 y , 2008, and that a quorum was present and acting
throughout suc meeting. Such resolution remains in full effect as of today.
Dated this , (~ day of , 200 .
t~i~ i~a ,s
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Donna Baker
Clerk, Board of Commissioners
Orange County, North Carolina