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HomeMy WebLinkAboutRES-2013-052 Resolution authorizing the issuance of $10,000,000 installment financing for various Capital Investment Plan Projects and County Equipment RES-2013-052 Resolution Approving Financing Terms and Documents for 2013 Installment Financins! WHEREAS-- Orange County has previously determined to carry out a plan (the "Project") to acquire, construct and finance various public improvements as identified in the County's capital improvement plan, and including the projects and improvements shown on Exhibit A. The County has solicited competitive proposals from financial institutions to provide the financing, and STI Institutional & Government, Inc. (the "Lender"), an affiliate of SunTrust Bank, has submitted the best proposal. The County's Finance Officer has made available to this Board the draft agreements listed on Exhibit B (the "Agreements"), which relate to the County's carrying out the financing plan. This resolution provides the County Board's final approval of the financing terms and documents for the financing of the Project. 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 the Project. The County will carry out the plan with financing from the Lender, substantially in accordance with the Lender's financing proposal. Under the financing plan, the Lender 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 Lender a mortgage-type interest in the County's Southern Human Services Center and the North Administrative Building to secure the County's repayment obligation. 2. Approval of Agreements; Direction To Execute Agreements -- The Board approves the forms of the Agreements submitted to this meeting. The Board authorizes the Board's Chair and the County Manager, or either of 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 Chair or the County Manager may approve. The execution and delivery of any Agreement by an authorized County officer will be conclusive evidence of such officer's approval of any such changes. The Agreements in final form, however, must be consistent with the financing plan described in this resolution and must provide (a) for the amount financed by the County not to exceed $10,000,000, (b) for an annual interest rate not to exceed 2.13% (in the absence of default, or a change in tax status), and (c) for a financing term not to extend more than fifteen years from the funding date. 3. Officers To Complete Closing— The County Manager, the Finance Officer and all other County officers and employees are authorized to take all proper steps to complete the financing in cooperation with the Lender and in accordance with this resolution. The Board authorizes the Finance Officer to hold executed copies of all financing documents authorized by this resolution in escrow on the County's behalf until the conditions for their delivery have been completed to his satisfaction, and thereupon to release the executed copies of the 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 previously signed by County officers or employees, provided that the 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 document for delivery will constitute conclusive evidence of his approval of any changes. In addition, the Finance Officer is authorized to take all appropriate steps for the efficient and convenient carrying out of the County's on-going responsibilities with respect to 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 financing. 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 2 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 investing in obligations similar to the financing Obligations the County now plans to incur. 6. Miscellaneous Provisions -- All County officers and employees are authorized 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. Upon the absence, unavailability or refusal to act of the County Manager, the 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. I certify as follows: that the foregoing resolution (which includes the attached Exhibits A and B) was properly adopted at a meeting of the Board of Commissioners of Orange County, North Carolina; that this meeting was properly called and held on June 18, 2013; that a quorum was present and acting throughout the meeting; and that this resolution has not been modified or amended, and remains in full effect as of today. Dated this I� day of June, 2013. tvj& ' 04, �' Donna S. Ba it Clerk, Board of Commissioners �a. Orange County, North Carolina firth QCALO���4 3 Exhibit A — proposed projects Project Estimated Amount Description Expansion Master Plan and Southern HSC (Future Planning) $300,000 Preliminary Design Work and Planning HVAC Projects $1,553,201 Community Geothermal Projects Jail, Justice Facility, Asset Management Roofing Projects $165,000 Services, North Administrative Building Library Management System Software Information Technology $702,500 (ILS), Equipment, BOCC initiatives Whitted Building $295,000 Preliminary Design Work Additional Channels for Existing Towers to VIPER Radio System $543,750 increase the Viper System capacity Communications System Improvements $164,000 Purchase of additional Viper Radios Twin Creeks Park- Phase 11 $600,000 Construction of a main entry road To place Water and Sewer infrastructure in the Buckhorn -Mebane Economic Buckhorn EDD Phase 2 $4,256,046 Development District Southern HSC $280,000 Health Clinic and DSS Renovations Information Technology $500,000 Desktop, Laptop and Server Replacements Vehicle Replacements $640,503 Vehicle Purchases Exhibit B -- draft agreements (a) A draft dated June 4, 2013, of an Installment Financing Contract to be dated on or about July 1, 2013 (the "Financing Contract"), between the County and the Lender, providing for the advance of funds to the County for the County's undertaking of the project, setting out the County's repayment obligation and setting out the County's obligations regarding care for the collateral and other matters. (b) A draft dated June 4, 2013, of a Deed of Trust and Security Agreement to be dated on or about July 1, 2013, from the County to a deed of trust trustee for the Lender's benefit, providing for a security interest in the County's Southern Human Services Center and the North Administrative Building, and the associated real property, to secure the County's repayment obligations.