HomeMy WebLinkAboutRES-1996-001 Resolution Finalizing the $2 Million Private Placement Financing for the Jail Addition, Courthouse Addition and SHSC Construction The Board of Commissioners for the County of Orange, North
Carolina, met in regular session in the OWASA Meeting Room on Jones
Ferry Road in Carrboro, North Carolina at 7:30 P.M. on January 16,
1996.
Present: Chairman Moses Carey, Jr. , presiding, and
Commissioners William L. Crowther, Alice M. Gordon, Stephen H Halkiotis
and Don Willhoit
Absent: none
Commissioner Halkiotis introduced the following resolution,
a copy of which had been provided to each Commissioner and which
was read by title:
RESOLUTION.APPROVING AN INSTALLMENT PURCHASE CONTRACT BETWEEN
ORANGE COUNTY AND NATIONSBANK, N.A. , AND RELATED DOCUMENTS,
FOR THE FINANCING, IN PART, OF THE CONSTRUCTION AND EQUIPPING
OF MODIFICATIONS TO AND AN ADDITION TO THE EXISTING JAIL, AN
ADDITION TO THE NEW COURTHOUSE AND A NEW SOUTHERN HUMAN
SERVICES CENTER AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the County of Orange, North Carolina, a political
subdivision of the State of North Carolina (the "County") , has
previously approved a plan for the construction, equipping and
financing of projects which it has found to be necessary and
desirable to provide for additional jail capacity, additional court
capacity and additional and new human services delivery capacity to
provide human services to the residents of the County; and
WHEREAS, such projects consist of modifications to and an
addition to the Orange County Jail (the "Jail addition") , an
addition to the New Orange County Courthouse and a new Orange
County Southern Human Services Center and other appurtenant
facilities, landscaping and other related site work (such
facilities and improvements on sites owned by the County, located
in Hillsborough and Chapel Hill, being herein collectively called
the "Project") ; and
WHEREAS, the County is authorized to finance the construction
and equipping of the Project by a contract that creates in some or
all of the Project a security interest to secure repayment of
moneys made available for such purpose; and
WHEREAS, the County is authorized to enter into agreements to
complete the construction of the Project and its financing; and
WHEREAS, there has been presented for consideration by the
County copies of the following documents relating to such matter:
(a) a draft of an Installment Purchase Contract, between the
County and NationsBank, N.A. (the "Installment Purchase Contract") ,
under which NationsBank, N.A. (the "Lender" ) would advance a
portion of the funds required for construction and equipping of the
Project and the County would be obligated to make Installment
Payments (as defined therein) to repay the funds advanced to it and
to make certain other payments, among other requirements, such
obligations being subject to termination by the County under
certain circumstances as provided therein;
(b) a draft ' of a Deed of Trust and Security Agreement (the
"Deed of Trust" ) which the County would execute and deliver to a
trustee for the benefit of the Lender and which would encumber the
existing Orange County Jail, the Jail addition, the sites thereof
and certain related property as security for the County's
obligation to repay the funds . advanced to it pursuant to the
Installment Purchase Contract.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners
for the County of Orange:
Section 1. The Board of Commissioners for the County of
Orange, North Carolina (the "Board of Commissioners" ) hereby finds
and determines in connection with the proposed Installment Purchase
Contract that (a) the proposed Installment Purchase Contract is
necessary or expedient for the County, (b) the proposed Installment
Purchase Contract, under current circumstances, is preferable to a
bond issue of the County for financing the construction and
equipping of the Project, (c) the sums to fall due under the
proposed Installment Purchase Contract are adequate and not
excessive for its proposed purpose, (d) the County's debt
management procedures and policies are good and its debt will
continue to be managed in strict compliance with law, (e) although
the taxing power of the County is not and may not be pledged
directly or indirectly to secure any sums to fall due under the
proposed Installment Purchase Contract, the proceeds of taxes might
be used to meet the sums to fall due under the proposed Installment
Purchase Contract and any increase in taxes necessary to meet such
sums will not be excessive and (f) the County is not in default
regarding any of its debt service obligations.
Section 2 . The Board of Commissioners hereby further finds
and determines' that it is in the best interest of the County to
enter into the Installment Purchase Contract and the Deed of Trust
in order to execute the plan for the construction and equipping of
the Project and the financing thereof as described above.
Section 3. The terms and provisions of the Installment
Purchase Contract and the Deed of Trust are hereby approved in all
respects. Such approval supersedes the approval of such documents
pursuant to a resolution of the Board of Commissioners passed on
November 14, 1995 . The Chairman of the Board of Commissioners, the
County Manager of the County, the Finance Director of the County
and the Clerk to the Board of Commissioners are hereby authorized
and directed to execute and deliver the Installment Purchase
Contract and the Deed of Trust, as may be applicable, in
substantially the forms presented to the County, together with such
additions, changes, modifications and deletions as they, with the
advice of counsel, may deem necessary and appropriate, and such
execution and delivery shall be conclusive evidence of the approval
and authorization thereof by the Board of Commissioners and the
County; provided, however, that the County Manager or the Finance
Director of the County or his respective designee shall determine
that, under the Installment Purchase Contract, the final
Installment Payment is due not later than July 18, 2006, the
maximum stated interest rate with respect to any interest component
of the Installment Payments does not exceed 4 .35% per annum and the
aggregate amount of the principal components of the Installment
Payments does not exceed $2,000,000.
Section 4. The Board of Commissioners hereby approves,
ratifies and confirms the actions of the Assistant County Manager,
the County Manager, the Finance Director and the County Attorney of
the County in connection with this matter.
Section 5 . The officers and employees of the County are
authorized and directed (without limitation except as may be
expressly set forth herein) to take such other actions and to
execute and deliver such other documents, certificates,
undertakings, agreements or other instruments as they, with the
advice of counsel, may deem necessary or appropriate to effectuate
the transactions contemplated by the Installment Purchase Contract
and the Deed of Trust.
Section 6 . The County covenants that, to the extent permitted
by the Constitution and laws of the State of North Carolina, it
will comply with the requirements of the Internal Revenue Code of
1986, as amended (the "Code") , as applicable to the Installment
Purchase Contract except to the extent that the County obtains an
opinion of nationally-recognized bond counsel to the effect that
noncompliance would not result in the interest components of the
Installment Payments being includable in the gross income of the
Lender or its assignees for the purposes of federal income
taxation.
Section 7. The County hereby represents that it reasonably
expects that it and all. subordinate entities thereof will not issue
more than $10,000,000 of tax exempt obligations (not counting
private-activity bonds except for qualified 501(c) (3) bonds as
defined in the Code) during calendar year 1996 . In addition, the
County hereby designates each of the Installment Payments as a
"qualified tax-exempt obligation" for the purposes of the Code.
Section 8. Brown & Wood, New York, New York, is hereby
confirmed as special tax counsel to the County in connection with
the execution and delivery by the County of the Installment
Purchase Contract.
Section 9 . This resolution shall take effect immediately upon
its passage.
Upon motion duly made and seconded, the foregoing resolution
was passed by the following votes:
Ayes: Commissioners Carey, Crowther, Gordon, Halkiotis and
Willhoit
Noes: NONE
I, Beverly A. Blythe, Clerk to the Board of Commissioners for
the County of Orange, North Carolina, DO HEREBY CERTIFY that the
foregoing has been carefully copied from the recorded minutes of
the Board of Commissioners for said County at a regular meeting of
said Board held on January 16, 1996, said record having been made
in Minute Book 28 of the minutes of said Board beginning at page
and ending at page , and is a true copy of so much of
said proceedings of said Board as relates in any way to the passage
of the resolution described in said proceedings.
I DO HEREBY FURTHER CERTIFY that a schedule of regular
meetings of said Board, in the form attached hereto, has been on
file in my office as of a date not less than seven days before the
date of said meeting in accordance with G.S. S 143-318. 12 .
WITNESS my hand the corporate seal of said County, this .
day of January, 1996 .
Clerk to deHe Boar of 06mmissioners
lsg-3
jailcrt.res
APPROVED
OWiNGE COCK"BOARD OF COMU SSIONERS
1996 MEETWG CALENDAR
January 11 - BOCC Bi-monthly Work Session at the GSC
January 16 - BOCC Regular Meeting at OWASA
January 29 - BOCC/School Boards at GSC
February 5 - BOCC Regular Meeting at the Old Courthouse
February 20 - BOCC Regular Meeting at OWASA
February 26 - Quarterly P.H. with the Planning Board in Superior Courtroom
February 29 - Assembly of Governments Meeting at OWASA
March 6 - BOCC Regular Meeting at the Efland Cheeks Community Center
March 13 - Quarterly Meeting with the Town of Hillsborough at the GSC
March 19 - BOCC Regular Meeting at OWASA
March 21 - BOCC Bi-monthly Work Session at the GSC
April 1 - (5:30 p-m.) BOCC Regular Meeting - Pleasant Green Community Center
April 16 - BOCC Regular Meeting in the Chapel Hill Town Chambers - televised
April 18 - JPA at OWASA
May 1 - BOCC regular Meeting at the old Courthouse
May 14 - BOCC Regular Meeting at OWASA
May 16 - BOCC bi-monthly Work Session at the GSC
may 28 - Quarterly P.H_ with the Planning Board in Superior Courtroom
June 3 - BOCC Regular Meeting and Presentation of the Budget-Old Courthouse
June 6 - P.H_ on the Budget in Superior Courtroom
June 10 - P.H. on the Budget at OWASA
June 12 - Budget Work Session at Homestead
June 17 - Budget Work Session at Homestead
June 18 - Budget. Work Session at Homestead
June 26 - BOCC Regular Meeting at OWASA
August 5 - BOCC fiegular Meeting at Orange Grove Community Center
August 15 - BOCC Bi-monthly Work Session at the GSC
August 20 - BOCC Regular Meeting at OWASA
August 26 - Quarterly P.H. with the Planning Board in Superior Courtroom
September 3 - BOCC Regular Meeting at the Caldwell Community Center
September 17 -- BOCC Regular Meeting in the CH Town Chambers - Televised
September 23 - BOCC/School Boards at the Homestead Community Center
September 30 - Assembly of Governments Meeting at OWASA
October I - BOCC Regular Meeting at the Old Courthouse
October 9 - JPA at owAsA
October 15 - BOCC Regular Meeting at OWASA
October 29 - BOCC Bi-monthly Work session at the GSC
November 4 - BOCC Regular Meeting at the Northern Human Services Center
November 13 - Quarterly Meeting with the Town of Hillsborough at the GSC
November 19 - BOCC Regular Meeting at OWASA
November 25 -- Quarterly P.H. with the Planning Board in Superior Courtroom
December 2 - BOCC Regular Meeting at the Old Courthouse
December 7 - BOCC Goal Setting Retreat at Homestead
December 17 - BOCC Regular Meeting at OWASA
ALL MEETINGS BEGIN AT 7:30 EXCBPT APRIL 1 WHICH WILL BEGIN AT 5:307 P-M.
original and all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Contract to be executed as of the day and year first above written.
NATIONSBANK, N.A.
By:
Vice President
COUNTY F ORANGE, N TH CAROLINA
ATTEST:
By:
Chairman,
Board of Commissioners
Clerk tq7the Board
of Commissioners
[SEAL]
This instrument has been pre-audited in the manner required by the
Local Government Budget and Fiscal Control Act.
Finance Director
ApproveX as to form:
11/ C6p' ttdrfffey
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4.11 Complete Release. If Grantor shall pay all sums due
under the Contract in accordance with its terms, together with
interest thereon, and any renewals and extensions thereof, and
shall comply with all of the covenants, terms and conditions of
this Deed of Trust, then this conveyance shall be null and void and
shall be cancelled of record at the request and expense of Grantor.
4.12 Limited Obligation of Grantor. NO PROVISION OF THIS
DEED OF TRUST SHALL BE CONSTRUED OR INTERPRETED AS CREATING A
PLEDGE OF THE FAITH AND CREDIT OF THE GRANTOR WITHIN THE MEANING OF
ANY CONSTITUTIONAL DEBT LIMITATION. NO PROVISION OF THIS DEED OF
TRUST SHALL BE CONSTRUED OR INTERPRETED AS CREATING A DELEGATION OF
GOVERNMENTAL POWERS NOR AS A DONATION BY OR A LENDING OF THE CREDIT
OF THE GRANTOR WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE
OF NORTH CAROLINA. THIS DEED OF TRUST SHALL NOT DIRECTLY OR
INDIRECTLY OR CONTINGENTLY OBLIGATE THE: GRANTOR TO MAKE ANY
PAYMENTS BEYOND THOSE APPROPRIATED IN THE SOLE DISCRETION OF THE
GRANTOR FOR ANY FISCAL YEAR IN WHICH THIS DEED OF TRUST SHALL BE IN
EFFECT. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE GRANTOR
IN ANY ACTION FOR BREACH OF A CONTRACTUAL OBLIGATION UNDER THE
CONTRACT OR THIS DEED OF TRUST AND THE TAXING POWER OF THE GRANTOR
IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR
CONTINGENTLY TO SECURE ANY MONEYS DUE UNDER THIS DEED OF TRUST.
4.13 Entire Agreement. This Deed of Trust, the Contract and
any other loan documents contain the entire agreement among the
parties relating to the subject matter hereof and thereof, and all
prior agreements relative thereto which are not contained herein or
therein are terminated.
IN WITNESS WHEREOF, Grantor has caused this Deed of Trust to
be duly executed and sealed the day and year first above written.
COMOF ORANGE, NO CAROLINA
By:
C airman, L4
Board of Commissioners
ATTEST:
Clerk to oard of Co ssioners
[County Seal]
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STATE OF NORTH CAROLINA )
COUNTY OF ORANGE )
I, ��� �. a Notary Public of the County
and State aforesaid, certify that Beverly L. Blythe personally
appeared before me this day and acknowledged that she is Clerk to
the Board of Commissioner for Orange County, and that by authority
duly given and as the act of said County, the foregoing instrument
was signed in its name by the Chairman of the Board of
Commissioners and attested by her as Clerk to said Board of
Commissioners.
Witness my hand and official seal, this the 17 day of
January, 1996.
(Stamp/Seal)
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OF'r(OIALSEAL Notary Public
Notary PuNorth Gle-North
ORANGE COUNTY p
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