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HomeMy WebLinkAboutAgenda - 12-20-94 - V-B 1 ORANGE COUNTY BOARD OF COMMISSIONERS Action Agenda Item No ..v-13 ACTION AGENDA ITEM ABSTRACT Meeting Date: December 20, 1994 SUBJECT: Elementary School Financing Resolution DEPARTMENT: County Attorney PUBLIC HEARING YES NO X ATTACHMENT(S) : INFORMATION CONTACT Resolution w/Attachments Geof Gledhill, 732-2196 (under separate cover) TELEPHONE NUMBER Hillsborough 732-8181 Chapel Hill 968-4501 Mebane 227-2031 Durham 688-7331 PURPOSE: To approve a resolution necessary to complete the financing arrangements for the new Chapel Hill-Carrboro City Schools (CHCCS) elementary school. BACKGROUND: At the December 5, 1994 meeting, the Board of Commissioners approved a financing agreement with NationsBank for $9 .6 million for the construction of the new CHCCS elementary school, which will be situated on a portion of the CHCCS owned property also occupied by the new McDougle Middle School. The North Carolina Local Government Commission approved the County' s financing application for the new school at their meeting on Tuesday, December 6. Adoption of the attached resolution will accomplish several procedural requirements related to the acquisition, construction, and equipping of the new CHCCS elementary school. Documents incorporated by reference in the resolution (the Agreement, the Installment Purchase Contract, the Deed of Trust, the Lease, and the General Warranty Deed) are transmitted under separate cover. RECOMMENDATION: The Manager recommends that the Board of Commissioners approve the resolution. 2 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 December 20, 1994 . Present: Chairman Moses Carey, Jr. , presiding, and Commissioners Absent: Commissioner introduced the following resolution, a copy of which had been provided to each Commissioner and which was read by title: RESOLUTION APPROVING A PROPOSED AGREEMENT CONCERNING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF IMPROVEMENTS FOR THE CHAPEL HILL- CARRBORO CITY SCHOOLS, APPROVING CERTAIN OTHER DOCUMENTS AND ACTIONS RELATING THERETO AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, The Chapel Hill-Carrboro City Board of Education, a body corporate which has general control and supervision of all matters pertaining to the public schools in the Chapel Hill- Carrboro City Schools, its respective school administrative unit, and is duly organized and existing under the laws of the State of North Carolina (the "Board of Education") , and the County of Orange, North Carolina, a political subdivision of the State of North Carolina (the "County") , have previously determined to cooperate in a plan for the acquisition, construction, equipping 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 December 20, 1994 . Present: Chairman Moses Carey, Jr. , presiding, and Commissioners Alice M. Gordon, Stephen H. Halkiotis, William L. Crowther and Don Willhoit Absent: NONE * * * * * Commissioner Carey introduced the following resolution, -a copy of which had been provided to each Commissioner and which was . s read by title: RESOLUTION APPROVING A PROPOSED AGREEMENT CONCERNING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF IMPROVEMENTS FOR THE CHAPEL HILL- CARRBORO CITY SCHOOLS, APPROVING CERTAIN OTHER DOCUMENTS AND ACTIONS RELATING THERETO AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION . THEREWITH WHEREAS, The Chapel Hill-Carrboro City Board of Education, a body corporate which has general control and supervision of all matters pertaining to the public schools in the Chapel Hill- Carrboro City Schools, its respective school administrative unit, and is duly organized and existing under the laws of the State of North Carolina (the "Board of Education") , and the County of Orange, North Carolina, a political subdivision of the State of North Carolina (the "County") , have previously determined, to cooperate in a plan for the acquisition, construction, equipping 3 and financing of a project which each has found to be necessary and desirable to provide for improved public school facilities and improved public education in the County; and WHEREAS, such project consists of a new elementary school for use by the Chapel Hill-Carrboro City Schools, including parking areas, sidewalks and other appurtenant facilities, landscaping and other related site work (such school and other facilities and improvements being herein collectively called the "Improvements") , on a site adjacent to the site of McDougle Middle School as more particularly described in Exhibit A to the Installment Purchase Contract hereinafter described (the "Site") ; and WHEREAS, in furtherance of such plan, the Board of Education is authorized to sell the Site to the County for any price negotiated between them; and WHEREAS, in furtherance of such plan, the County is authorized to acquire, construct and equip real and personal property consisting of the Site and the Improvements or otherwise make available such property for use by the Chapel Hill-Carrboro City Schools and to lease and sell such property to the Board of Education; and WHEREAS, the County is also authorized to finance the acquisition, construction and equipping of the Improvements on the Site by contracts that create in the Site and the Improvements and certain related property a security interest to secure repayment of moneys made available for such purpose; and 2 4 WHEREAS, the Board of Education and the County are authorized to enter into agreements to execute such plan and both desire to enter into such an agreement substantially in the form of the Agreement described below; and WHEREAS, in connection with this matter, it is necessary for the County to approve the Agreement and certain other documents and actions relating thereto and to authorize certain actions in connection therewith; and WHEREAS, there have been presented for consideration by the Board of Education and the County copies of the following documents relating to such matter: (a) a draft of an Agreement Concerning the Acquisition, Construction and Equipping of Improvements for the Chapel Hill- Carrboro City Schools, between the Board of Education and the County (the "Agreement") , under which the Board of Education and the County would agree to execute a plan for the acquisition, construction, equipping and financing of the Improvements as described above and to execute and deliver certain other documents as described therein; (b) a draft of a General Warranty Deed (the "General Warranty Deed") by means of which the Board of Education would convey the Site to the County in connection with the sale of the Site to the County; (c) a draft of an Installment Purchase Contract, between the County and NationsBank of North Carolina, N.A. (the "Installment 3 5 Purchase Contract") , under which the NationsBank of North Carolina, N.A. (the "Lender") would advance funds for the acquisition, construction and equipping of the Improvements 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; (d) 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 Site and the Improvements and certain related property as security for the County's obligation to repay the funds advanced to it pursuant to the Installment Purchase Contract; and (e) a draft of a lease, between the County and the Board of Education (the "Lease") , under which the County would lease the Site conveyed to it by the Board of Education and the Improvements to the Board of Education for use by the Chapel Hill-Carrboro City Schools; 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 4 • 6 Purchase Contract, under current circumstances, is preferable to a bond issue of the County for financing the acquisition, construction and equipping of the Improvements, (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 Agreement, the Installment Purchase Contract, the Deed of Trust and the Lease in order to execute the plan for the acquisition, construction and equipping of the Improvements and the financing thereof as described above. Section 3 . The terms and provisions of the Agreement, the Installment Purchase Contract, the Deed of Trust and the Lease are hereby approved in all respects and, insofar as they are applicable to the County, the terms and provisions of the General Warranty Deed are hereby approved in all respects. Such approval supersedes the approval of such documents pursuant to a resolution of the 5 7 Board of Commissioners passed on December 5, 1994 . 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 Agreement, the Installment Purchase Contract, the Deed of Trust and the Lease, 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 price to be paid by the County for the Site under the Agreement does not exceed $100 and that, under the Installment Purchase Contract, the final Installment Payment is due not later than July 15, 2009, the maximum stated interest rate with respect to any interest component of the Installment Payments does not exceed 5.71% per annum and the aggregate amount of the principal components of the Installment Payments does not exceed $9 , 600, 000. Section 4 . The Board of Commissioners hereby approves, ratifies and confirms the actions of the Assistant 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 6 8 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 Agreement, the Installment Purchase Contract, the Deed of Trust and the Lease. 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 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 1995. 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 counsel to the County in connection with the execution and delivery by the County of the Installment Purchase Contract. 7 9 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 Noes: • * * 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 Commissioners for said County at a regular meeting of said Board held on December 20, 1994, said record having been made in Minute Book No. 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. §143-318. 12 . WITNESS my hand the corporate seal of said County, this day of December 1994 . Clerk to the Board of Commissioners 8