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HomeMy WebLinkAboutRES-2011-004 Resolution Providing Final Approval of Terms and Documents for QSCB for Public Hearing on the Issuance Qualified School Construction Bonds for SchoolsItem 6-a R E J"~ ~' ~ '- ~ ~ ~' s January 20, 2011 BOCC Regular Meeting ~ 1 _ ?~ -- ~~ 1 1 Revised Resolution ~f ~ ~ Resolution Providing Final Approval of Terms and Documents for QSCB School Improvements Financing WHEREAS: Orange County has been asked by the Boards of Education for both Orange County Schools and the Chapel Hill - Carrboro City Schools to cooperate in the construction and financing of various public school improvements, including construction of a new auditorium wing at Stanford Middle School, various roof replacements and renovations for Orange County Schools, and various roof replacements for the Chapel Hill - Carrboro City Schools. The County has also stated an intent 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 Finance Off cer has obtained for the County a proposal from Branch Banking and Trust Company ("BB&T) to provide the QSCB installment financing to the County. The Finance Officer has made available to this Board the draft agreements listed on Exhibit A (the "Agreements"), which relate to the County's carrying out the QSCB financing plan. BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: I. Determination To Proceed with Financing -The County confirms its plans to undertake and finance the Project. The County accepts a proposal from BB&T dated January 13, 2011, to provide Project financing. 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 over time. As part of the financing plan, the Orange County School Board will convey C.W. Stanford Middle School (and its associated real property) to the County, so that the transferred property can provide collateral for the financing. The County will grant to BB&T a mortgage-type interest in the property to secure the County's repayment obligation. 2. Approval of Agreements; Direction To Execute Documents -- The Board approves the forms of the Agreements submitted to this meeting. The Board authorizes and directs the Board's Chairman and the County Manager, ~or either of 7 them, to execute and deliver the Agreements in their final forms. The Agreements in their respective final forms must be in substantially the forms presented, with such changes as the Chairman or the County Manager may approve. The Agreements in final 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 $9,899,439.78, (b) for an annual interest rate to the County not to exceed 5.49% (in the absence of a default or a change in tax status), and (c) for a financing term not to extend beyond December 31, 2026. In addition, the Board's Chairman 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 Board's understanding that the financing documents may include (a) a .lease agreement, providing for the School Board to continue to use the transfezred school properly during the term of the financing, and (b) an agreement under which the School Board will carry out the planned school improvements on the County's behalf. The execution andtc~elivery of any document by an authorized officer will be conclusive evidence of his approval of the fmal form of such document. 3. Authorization.:. to County Manager and Finance Officer To Complete Closing -The County Manager, the Finance Off cer and all other County officers and employees are authorized and directed to take all proper steps to complete the financing in cooperation with BB&T and in accordance with the terms of this resolution. The Board authorizes and directs the Finance Officer to enter into an agreement with BB&T to formalize the County's commitment to complete. the financing with BB&T and thereby establish a "sale date" for the transaction for the purpose of determining the:_tax credit rate to be applicable to the transaction for BB&T. The Board authorizes and directs the Finance Officer to hold executed copies of all fmancing 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 specif cally 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 2 8 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 with respect to the financing of the Project. This authorization includes, without limitation, contracting with third parties for reports and calculations that may be required under this resolution or otherwise with respect to 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"), or "private activity bonds" within the meaning of Code Section 141. 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 and related Code provisions. The County and BB&T intend that the financing will qualify as a QSCB. 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 aze ratified, approved and confirmed. Upon the absence, unavailability or refusal to act of the County Manager, the Board's Chairman 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 Chairman or any Deputy or Assistant Clerk to the Board may in any event assume any responsibility or carry out any function assigned to the Chairman 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. Ezhibit A --Draft Agreements (a) A draft dated December 20, 2010, of a Financing Agreement and Deed of Trust to be dated on or about January 20, 2011 (the "Financing 3 9 Contract"), from the County for the benefit of BB&T, providing for the advance of funds to the County for the County's undertaking of the Project, setting out the terms of the County's promise and obligation to repay the amount financed and to care for the collateral, and providing for a security interest in C.W. Stanford Middle School (and its associated real property) to secure the County's obligations. (b) A draft dated December 20, 2010, of a Project Fund Agreement to be dated on or about January 20, 2011, between the County and BB&T, providing for the custody and investment of financing proceeds pending their application to Project costs.