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HomeMy WebLinkAboutRES-2006-093 Resolution for Final Approval for Financing of Carrboro High School~~s-~oo~ 0~3 ~i- ~-vl, Resolution Providing Final Approval of Terms and Documents for Financing of 2006 Schools Proiect WHEREAS: Orange County has previously undertaken to finance the acquisition and construction of a new high school for the Chapel Hill - Carrboro school district, to be known as Carrboro High School (the "School"),.and has approved a financing plan that combines pay-as-you-go funding, general obligation bonds and installment financing. The County has now solicited competitive proposals from banks to provide the desired installment financing, and Branch Banking and Trust .Company (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 confirms its financing plans for the School. The County will carry out the financing plan with installment financing from the Bank, in accordance with a financing proposal dated October 20, 2006. Under the .financing 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 Chapel Hill - Carrboro City School Board will convey the School and its site to the County, so that the School can provide collateral for the financing. The County will grant to the Bank amortgage-type interest in the School and the related property 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 financing. It is the Board's understanding that the Documents will be in forms acceptable to the North Carolina Local Government Commission, and substantially similar to those used by the Bank in similar financings provided to the County and other North Carolina local governments. In addition, it is the Board's understanding that the Documents will include (a) a lease agreement, providing for the School Board to continue to use the School during the term of the financing, and (b) an agency agreement, under which the School Board will carry out the planned school construction on the County's behalf. The execution and delivery of any Document by an authorized officer will be conclusive evidence of such officer's approval of the final form of such Document. The Documents. in final form, however, must be consistent with the financing plan described in this resolution and be consistent with the Bank's proposal (or be more advantageous to the County in the •Finance Officer's determination). In addition, the Documents in final form must provide (a) for. the amount financed by the County not to exceed $9,000,000, and (b) for a financing term not to extend beyond 15 years from closing. The Bank's proposal calls for an annual interest rate not to exceed 4.39% (in the absence of default, or a change in credit or tax status). 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. 5. Reimbursement Declaration -- The County intends that the adoption of this resolution will be a declaration of the County's official intent to reimburse project, expenditures from financing proceeds. The County intends that funds that have been advanced, or that may be advanced, from the County's general fund, or any other County fund, for project costs will be reimbursed from the financing proceeds. . 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.