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HomeMy WebLinkAboutRES-2005-079 Resolution Providing Final Approval of Terms for 2005 Sportsplex Acquisition Financing-~ _ ~~ ~~. /G ~ -/ ~' -~aG'S' ,~~ MOSESCAREY, /R.. Crfa/R ORANGE COUNTY BOARD OF COMMISSIONERS BARRY/ACOBS, V/CECHA/R PQ~(•. O~FIG•E DOX 8 1 8 1 VALER/E P. FOUSHEE L7 aucEM. GoROON ~ 200 SOUTH CAMERON STREET STEPHEN H. HALK/0775 HILLSBOROUGH, NORTH CAROLINA 27278 \°tt I, Donna S. Baker, County Clerk of the Orange County, North Carolina, do hereby certify-that the attached is a true and correct copy of a resolution entitled "Resolution Providing Final Approval of Terms for 2005 Sportsplex Acquisition Financing,"as approved unanimously by the Orange County Board of Commissioners at their regular meeting on October 18, 2005. This the 21St day of October, 2005. Donna S. Baker County Clerk www.co.oranoe.nc.us ~~ i Protecting and preserving -People, Resources, Quality of Life Orange County, North Carolina -You Count! (919) 245-2130 • FAX (919) 644-0246 Resolution Providing Final Approval of Terms For 2005 Sportsplex Acquisition Financing WHEREAS: Orange County has previously determined to carry out a plan to acquire the Triangle Sportsplex facility, to devote the Sportsplex to multiple County uses, and to finance the acquisition of the facility. The County has solicited competitive proposals from banks to provide the desired financing, and Bank of America, N.A. (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 plans to acquire the Sportsplex and to finance the acquisition. The County will carry out the plan with financing from the Bank, substantially in accordance with its variable rate financing proposal dated October 11, 2005. Under the financing plan, the Bank will make funds available to the County to pay the acquisition cost of the Sportsplex. The County will repay the amount advanced, with interest, over time. The County will grant to the Bank amortgage- type interest in the Sportsplex 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 to 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 to 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 and the Bank's proposal and must provide (a) for the amount financed by the County not to exceed $6,000,000, and (b) for a financing term not to extend beyond May 1, 2006. The financing contemplated by this resolution is intended as temporary financing, to be replaced prior to next May 1 by longer-term permanent financing. 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. Miscellaneous Provisions -- All County officers and employees axe 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.