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HomeMy WebLinkAboutRES-2010-093 Resolution on the $103.6 Million Limited Obligation Bond Issuance to Refund Various Debt Obligations of OC and to Finance the Purchase of Equipment BERNADETTE PEL/SS/ER, CHAIR ORANGE COUNTY BOARD OF COMMISSIONERS STEVE YUHASZ, V/CE CHA/R VALER/E P. FOUSHEE q POST OFFICE BOX 8 ~ 8 1 AL./CEM. GORDON 200 SOUTH CAMERON STREET PAM HEMM/NGER BARRYJACOBS HILLSBOROUGH NORTH CAROLINA 27278 EARL MCKEE , CERTIFICATION ~t ~ a~~ I, Donna S. Baker, Clerk to the Board County Commissioners of Orange County, North Carolina, do hereby certify that the attached is a true and correct copy of the resolution entitled Resolution Approving December Installment Financing" as approved by the Orange County Board of Commissioners on December 6, 2010. This the 20~' day of December 2010. D a .Bak Clerk to the Board ~~,~4 WWW. CO.Oranpe. nC. US Protecting and preserving -People, Resources, Quality of Life Orange County, No-th Carolina -You Count! (919) 245-2130 • FAX (919) 644-0246 Resolution Approving December Installment Financing WHEREAS:- The Board of Commissioners of Orange County, North Carolina, has previously determined to refinance certain County installment financings and to finance certain equipment, including sheriff's radios, telephone equipment and property information management software. Branch Banking and Trust Company ("BB&T") has offered to modify some of its existing financing arrangements with the County, and to provide financing for the equipment described above (the "Equipment"). BE IT RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: 1. Determination To Proceed -The County will undertake the acquisition of the Equipment with financing from BB&T. Under the financing plan, BB&T will make funds available to the County for use on Equipment costs. The County will repay the amount advanced, with interest, over time. The County will grant to BB&T a lien on some or all of the Equipment to secure the County's repayment obligation. In addition, the County accepts BB&T's offer to modify certain County installment financings held by BB&T. 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 financings described above. It is the Board's understanding that the Documents will be in forms substantially similar to those used by BB&T in similar transactions with other North Carolina local governments. 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. The Documents related to the loan modifications must provide for interest rate savings to the County and must not extend the respective financing terms. The Documents for the Equipment financing must provide (a) for the amount financed by the County not to exceed $2,000,000, (b) for an annual interest rate not to exceed 3.00% (in the absence of default, or a change in tax status), and (c) for a financing term not to extend more than five years from closing. 3. Authorization to Finance Officer To Complete Closings -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. Equipment Obligations are "Bank-Qualified" -The County designates its payment obligations with respect to the Equipment financing 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. In addition, the Vice Chair or any Deputy or Assistant Clerk to the Board may in any event assume any responsibility or carry out any function assigned to the Chair or the Clerk, respectively, 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.