HomeMy WebLinkAboutRES-2016-032 Resolution providing final approval of terms and documents for 2016 County installment financing A aol t,
RES-2016-032 I C
Resolution providing final approval of terms and documents for 2016 County installment
financing
WHEREAS--
The Board of Commissioners has previously determined to carry out a plan (the "Project")
to acquire, construct and finance various public improvements, and in particular the public
improvements and undertakings described in Exhibit A.
The Board has also determined to finance Project costs through the use of an installment
financing, as authorized under Section 160A-20 of the North Carolina General Statutes. The Orange
County Board of Education will transfer the Grady Brown School property to the County for use as
collateral for the financing.
The County has solicited competitive proposals from banks and other financial institutions to
provide the desired financing,and First Bank(the"Bank") has submitted the best proposal.
The County's 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 financing plan.
This resolution provides the County Board's final approval of the financing terms and
documents for 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 Project with financing from the Bank
substantially in accordance with a financing proposal dated March 21, 2016.
Under the financing plan, the Bank 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 Bank a mortgage-type interest in the Grady Brown School property 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 that officer's approval of
any 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$8,150,000, (b) for an annual interest rate not to exceed 2.95% (in the absence of default, or
a change in tax status),and (c) for a financing term not to extend beyond December 31,2036.
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 Bank 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 then 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, agreements or certifications 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 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 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 "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
United States Internal Revenue Code of 1986, as amended, and includes applicable Treasury
regulations.
5. Acceptance of Property Transfer - The County agrees to accept title to the Grady
Brown School and its associated real property to facilitate the financing arrangements contemplated
by the Agreements.
6. Miscellaneous Provisions -- All County officers and employees are authorized to
take all further action as they may consider necessary or desirable in furtherance of the purposes of
this resolution. The Board ratifies all prior actions of County officers and employees to this end.
Upon the absence, unavailability or refusal to act of the County Manager, the Chair or the Finance
Officer, any other of those 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.
Exhibit A-list of projects to be financed with estimated amounts
Project description Est.Amount Financed
Cedar Ridge High School-construction of auxiliary gym 3,328,750
Vehicle replacements 771,209
Various school improvements and repairs for the Chapel Hill- 750,000
Carrboro system
Information Technologies projects-hardware and software 746,125
acquisition
Various school improvements and repairs for the Orange County 478,000
system(including Grady Brown Elementary)
Soccer.com Soccer Center,Phase II land acquisition 425,000
Purchase new truck for rural curbside recycling 310,090
Purchase of solid waste disposal carts 234,000
Rogers Road water project-easement acquisition 212,000
Cedar Grove Community Center Library Kiosk-purchase and 1
install 80,000
Board of Elections equipment-purchase and install 169,575
Recycling Roll-Cart Distribution and Maintenance Building- 165,000
purchase and construct
Upper Eno Nature Preserve-construct parking lot and trail work 125,000
Purchase new generator for Hillsborough Commons 100,000
Financing and related costs 155,241
TOTAL 8,150,000
Exhibit B--Draft Agreements
(a) A draft dated April 4, 2016, of an Installment Financing Contract to be dated on or
about May 1, 2016 (the "Financing Contract"), between the County and the Bank, 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 April 4, 2016, of a Deed of Trust and Security Agreement to be dated
on or about May 1,2016,from the County to a deed of trust trustee for the Bank's benefit,providing
for a security interest in the Grady Brown School and its associated real property to secure the
County's repayment obligation.
(c) A draft dated April 4, 2016, of a Lease to be dated on or about May 1, 2016, from the
County to The Orange County Board of Education (the "School Board"), providing for the School
Board's continued use of the Grady Brown School property during the financing term.
(d) A draft dated April 4, 2016, of a Project Completion and Agency Agreement to be
dated on or about May 1, 2016, between the County and the School Board, setting out their
respective responsibilities for carrying out the acquisition and construction of the planned
improvements to Grady Brown School.
NOW THEREFORE BE IT ORDAINED by the Board of Orange County Commissioners that
this resolution is effective up approval. Upon motion of Commissioner)
seconded by mmissioner -� the foregoing resolution was adopted this the
Jfday of 2016.
I, Ann/aS. Baker, Clerk to the Board of Commissioners for the County of Orange,
North Carolina, DO HEREBY CERTIFY that the foregoing is a true copy of so much of the
proceedings of said Board at a meeting held on 2016, as relates in any way
to the adoption of the foregoing and that said pro eeding are recorded in Minu Book No.
of the minutes of said Board.
WITNESS my hand and the seal of said County,the Albay of 016.
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�S�a9 a Donna S.Baker
* lerk to the BoardS E A L
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