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HomeMy WebLinkAboutRES-1996-025 Resolution approving the purchase and financing of property located at 501-503 West Franklin Street ,o 691 V „- Qt ` -azS The Beard of Commissioners for the County of Orange, North. Carolina, met in the OWASA Meeting Room on Jones Ferry Road in Carrboro, North Carolina at 7:30 P.M. on June 26, 1996. Present: Chairman Moses Carey, Jr. , presiding, and Commissioners William L. Crowther, Alice M. Gordon and Don Willhoit .Absent: Stephen H. Halkiotis The Chairman of the Board of Commissioners announced that this was the hour, day and place fixed for the public hearing for the purpose of considering whether the Board of Commissioners should approve a proposed installment payment agreement and certain related documents under which the County would obtain financing pursuant to G.5. 9160A-20, as amended, for the purchase of property located at 501-503 West Franklin Street, Chapel Hill, North Carolina, for the purpose of operating a one-stop center for services such as information, assessment, referral and training for citizens seeking access to such services to prepare them for and help them locate employment or higher-paying employment, as described in the notice of such public hearing which was published in The News of Orancre County and The Chapel Hill Herald on June 12 , 1996, and under which the County would secure the repayment by it of moneys advanced pursuant to such installment payment agreement by granting a security interest in the property purchased. 358160.1 The County manager and the County Attorney then described the project as currently proposed, which project includes certain improvements expected to cost approximately $loo, 000 to the property to be purchased as well as the purchase of such property, and explained that, because of certain existing leases of the Property to be purchased, it may be necessary for the County to enter into two installment payment agreements with respect to the property to be purchased, one such agreement to reflect an interest component which would be exempt from certain federal income taxation and the other agreement to reflect an interest component which would not be so exempt. Thereupon, the County Manager and the County Attorney presented and described a proposal with respect to such installment payment agreement or agreements from NationsBank, N,A, r dated June al, 1996, which the County had selected pursuant to 'a request for proposals and which described certain provisions of such proposed installment payment agreement or agreements. The Chairman of the Board of Commissioners then announced that the Board of Commissioners would immediately hear anyone who might wish to be heard on such matter. No one appeared, either in person or by attorney, to be heard on such matter and the Clerk to the Board of Commissioners announced that no written statement relating to such matter had . been received, 338160.1 2 Thereupon, the Board of Commissioners determined to proceed with the proposed financing of such project and to approve one or more installment payment agreements and certain related documents with respect thereto with provisions pubstantially as proposed by Nati.onsBank, N.A. in its proposal dated June 21, 1996 . Thereupon, the Chairman of the Board of Commissioners announced that the public hearing was closed. Thereupon, Commissioner Carey introduced the following resolution, a copy of which had been provided to each Commissioner and which was read by title: RESOLIJTION APPROVING ONE OR MORE PROPOSED AGREEMENTS CONCERNING THE ACQUISITION AND IMPROVEMENT OF PROPERTY FOR A SKILL DEVELOPMENT CENTER, APPROVING CERTAIN OTHER DOCUMEN'T'S AND ACTIONS RELATING THERETO AND AUT14ORIZING1 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 acquisition, improvement and financing of a project to provide for employment education in the County as hereinafter described; and WHEREAS, such project consists of the purchase of property, including existing buildings and parking facilities, located at 501-503 West Franklin Street, Chapel Hill, .North Carolina, and the improvement of such property, for the purpose of operating a one- ,stop Skill Development Center for services such ao information, assessment, referral and training for citizens seeking access to 338160.1, 3 such services to prepare them for and help them locate employment or higher-paying employment (the 'Project") ; and WHEREAS, the County is authorized to finance the acquisition and improvement of the Project by contracts that Create in the Project and certain related property a security interest to secure repayment of moneys made available for such purpose; and WHEREAS, the County has determined to proceed with the Proposed financing of such project and to approve one or more installment payment agreements and certain related documents with respect thereto with provisions substantially as proposed by Nations Bank, N.A. in it proposal dated June 21, 1996, of which a copy is attached to this resolution (the "proposal") , and WHEREAS, there have 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 Nations Bank, N.A. (the "Installment Purchase Contract") , under which the NationsBank, N.A. (the "Lender'?) would advance funds for the acquisition and improvement 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; and (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 358160.1- 4 Project 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 acquisition, 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 Hoard of Commissioners hereby further finds and determines that it is in the beat interest of the County to 356160.1 enter into the Installment Purchase Contract and the Deed of Trust in order to execute the plan for the acquisition and improvement of the Project and the financing thereof as described above. Section 3 . The terms and provisions of the Proposal, the Installment Purchase Contract and the Deed of Trust are hereby approved in all respects and the Chairman of the Board of Commissic3ners, 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 the provisions of the Installment Purchase Contract and the Deed of Trust are consistent with the provisions of the Proposal; that the Installment Purchase Contract may be in the form of two separate agreements, one of which reflects an interest component which would be exempt from certain federal income taxation and the other of which reflects and . interest component which, would not be so exempt; and that, under the Installment Purchase Contract, the final Installment Payment is due not latex than July 16, 2011, the maximum stated interest rate 359360.1 & with respect to any tax-exempt interest component of the Installment Payments does not exceed 5.54 per annum and with respect to any taxable interest component of the Installment Payments does not exceed 7.801a per annum and the aggregate amount of the principal components of the Installment. Payments does not exceed $1,200, 000. Section 4. The Hoard of Commissioners hereby approves, ratifies and confirms the actions of the County Manager, the Finance Director and the County Attorney of the County in connection with thin matter. Section S. 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 forth 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 which are tax-exempt being includable in the 358 f fA.l 7 gross income of the Lender or its assignees for 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, O00,000 of tax-exempt obligations (not counting private-activity bonds except for qualified 501 (c) (3) bondo as defined in the Code) during calendar year 1996 . in addition, the County hereby designates each of the Installment Payments with a tax-exempt interest component as a Hqualified tax-exempt obligation" for the purposes of the Code. section S. Brawn & 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 and Willhoit Noes; NONE I', Beverly L. 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 Commisajoners for said County at a regular meeting of 3361bQ.1. 8 maid Board held on June 26, 1996, said record having been made in Minute Book No. 27 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 ratters described in said proceedings. I DC 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 leas than seven days before the date of said meeting in accordance with G.S. §193-318,12_ WITNESS my hand the corporate seal of said County, this 26th day of JUNE . 1996 der to t Board of Co assioners 358160.1 9