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HomeMy WebLinkAboutRES-2013-111 Resolution Approving Financing Terms and Documents for 2014 Installment Financing RES-2013-111 Resolution Approving Financing Terms and Documents For 2014 Installment Financing 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, including a new science wing for Culbreth Middle School and the other projects and improvements shown on Exhibit A. The County has solicited competitive proposals from financial institutions to provide the financing, and Banc of America Public Capital Corporation (the "Lender") 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: 1. 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 Culbreth Middle School to secure the County's repayment obligation. As part of this financing plan, the Chapel Hill — Carrboro Board of Education will transfer the school property to the County. 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 $10,600,000, (b) for an annual interest rate not to exceed 2.75% (in the absence of default, or a change in tax status), and (c) for a financing term not to extend more than 15.5 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 (a) to approve and enter into additional agreements to carry out the financing contemplated by this resolution, including agreements for the custody of financing proceeds and agreements for appropriate professional services, and (b) to approve changes to any documents previously signed by County officers or employees, provided that the changes do not contradict 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 the final form. 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. Acceptance of Property Transfer— The County agrees to accept title to the Culbreth School and its associated real property to facilitate the financing arrangements contemplated by the Agreements. 2 S. Lender May Act through Affiliates -- The Finance Officer may approve entering into the Agreements with an affiliate of the Lender if the Lender requests a change. 6. 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, the Code" means the United States Internal Revenue Code of 1986, as amended, and includes applicable Treasury regulations. 7 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. 3 Exhibit A — proposed proiects Project Estimated Amount ($) Culbreth Middle School Science Wing 4,971,676 addition—construction and equipping HVAC projects 130,000 Roofing projects 115,000 Information technology (including firehouse 1,436,000 software and central permitting software Whiffed Building—renovation costs and 1,700,000 recapture of planning costs VIPER radio system 500,000 Communication system improvements 709,062 Vehicle replacements 899,416 TOTAL 10,461,154 The County also expects to use additional financing proceeds to pay financing expenses. 4 Exhibit B -- draft agreements (a) A draft dated November 26, 2013, of an Installment Financing Contract to be dated on or about January 1, 2014 (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 November 26, 2013, of a Deed of Trust and Security Agreement to be dated on or about January 1, 2014, from the County to a deed of trust trustee for the Lender's benefit, providing for a security interest in Culbreth Middle School, and its associated real property to secure the County's repayment obligations. (c) A draft dated November 14, 2013, of a Lease to be dated on or about January 1, 2014, from the County to the Board of Education for the Chapel Hill — Carrboro City Schools (the "School Board"), providing for the School Board's continued use of the Culbreth Middle School property during the financing term. (d) A draft dated November 14, 2013, of a Project Completion and Agency Agreement to be dated on or about January 1, 2014, between the County and the School Board, setting out their respective responsibilities for carrying out the acquisition and construction of the new Culbreth science wing. 5 OV r ORANGE COUNTY BOARD OF COMMISSIONERS EAR CHAIR EARL POST OFFICE BOX 8181 EARL L MIKE MCKEE, VICE CHAIR MARKDOROS/N 200 SOUTH CAMERON STREET AL/CE Al GORDON BERNADETTEPEL/SS/ER HILLSBOROUGH, NORTH CAROLINA 27278 PRICE RENEE PENNY R/CH err C d ti CLERK'S CERTIFICATION NOW THEREFORE BE IT ORDAINED by the Board of Orange County Commissioners that this resolution is eft dive upon approval. Upon motion of cGo ,,seconded by the foregoing resolution was adopted this the day of 2013. I, Donna S. Baker, Clerk to the Board of Commissioners for Orange County, North Carolina, DO HEREBY CERTIFry. that the foregoing is a true copy of so much of the proceedings of said Board at a meeting held on /D , 2013 as relates in any way to the adoption of the foregoing and that said proceedings are recorded in Minute Book No. of the minutes of said Board. WITNESS my hand and the seal of said County, the _day of 12013. aAkzi��- Donna S. Baker Clerk to the Board SE 17 52 www.co.orange.nc.0 s Protecting and preserving—People, Resources, Quality of Life Orange County, North Carolina—You Count! (919) 245-2130. FAX(919) 644-0246