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HomeMy WebLinkAboutAgenda - 10-18-2005-8aORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: October 18, 2005 Action Agenda Item No. g- q SUBJECT: Public Hearing on SportsPlex Financinq DEPARTMENT: Finance PUBLIC HEARING: (Y/N) Yes ATTACHMENT(S): INFORMATION CONTACT: Resolution Ken Chavious, 245-2450 Financing Proposal Bob Jessup, Band Counsel, 919-755-1800 PURPOSE: To conduct a public hearing on matters related to financing the acquisition of the Triangle SportsPlex, as approved by the Board of Commissioners on September 20, 2005, and to adopt a resolution that authorizes the financing. BACKGROUND: At the September 20, 2005 meeting, the Board of Commissioners took action that authorized staff to pursue private placement financing to acquire the Triangle SportsPlex. In accordance with this action, staff have pursued a request for proposal process to finance $6,000,000 for the acquisition with ashort-term bank loan that will be rolled into a longer term alternative financing using certificates of participation (COPS). Plans for this longer term alternative financing were included in the debt issuance schedule reviewed by the Board at the September 13, 2005 work session. A preliminary application requesting approval of this proposed financing will be forwarded to the North Carolina Local Government Commission (LGC) in accordance with statutory provisions. Prior to the LGC granting approval, the Board is required to conduct a public hearing on matters related to the financing proposal. The Board has established October 18, 2005 as the date for the hearing. Staff solicited and received proposals from five financial institutions, Of the proposals submitted, the Bank of America proposal was the most favorable. This proposal included the lowest variable interest rate of 3,15%, as well as the lowest fixed rate of 3.44%, The County asked for and received information from proposers on both fixed and variable rates, Due to the short-term nature of this financing, staff recommends that the Board accept the variable rate quoted, In accordance with the debt issuance schedule, staff expect to work with the LGC to issue additional debt for various County and school capital projects by means of the aforementioned COPs sometime during the February-March 2006 time frame, Since the $6 million in SportsPlex variable rate debt would be refinanced through this COPs deal, the variable rate would most likely be in effect for only about 2-4 months. Staff believe that the lower interest costs available in the short term through the variable rate instrument should be accepted, as there is little risk that the variable rate would increase significantly in such a short period of time before the refinancing takes place. The LGC was previously scheduled to take action on the County's application on November 1, 2005, LGC staff working with the County on the application process recently informed County staff of the need to have a completed 2005 audit report from the County prior to granting approval of the financing application, The County's audit contract requires completion of the audit report by October 31, 2005, which would provide insufficient time for LGC review of the report prior to approving the County's application for financing, In light of this development, the LGC approval of the financing has been rescheduled to December 6, 2005, If LGC approval is granted and all other contingent conditions have been met, closing on the SportsPlex property is expected to occur on or before December 16, 2005. In another related development, on October 12, 2005 the Town of Hillsborough Board of Adjustment discussed and approved the County's development application related to the construction of the Senior Center addition and renovation to the existing SportsPlex facility, This action opens the door for the County to proceed with a development plan and construction timeline for the proposed addition, As the County moves from the end of the acquisition phase of the SportsPlex project to the management/operations phase, staff plan to bring back for the Board's consideration at the November 2, 2005 regular BOCC meeting a proposed facilities management agreement that would provide for a contractor to operate the SportsPlex facility on the County's behalf following the expected December closing on the property, FINANCIAL IMPACT: As mentioned above, the amount of the short-term financing is $6,000,000, It is important to note that while the financed amount is $6,000,000, the County will receive $300,000 from the seller to cover deferred maintenance expenses at the SportsPlex, under the terms of the contract to purchase, The principal amount will be rolled into a COPs financing scheduled for early winter 2006, The most favorable proposal quotes a variable interest rate of 3,15%, The LGC will not approve refinancing of the interest costs to be paid by the County from the short term financing, Accordingly, the short-term interest costs will be paid at the time of the COPs closing out of the County's annual $400,000 capital project allocation for the SportsPlex, Those interest costs are expected to be in the range of $70,000 to $90,000, depending on the timing of the closing on the COPs issuance, RECOMMENDATION(S): The Manager recommends that the Board conduct the public hearing, accept the proposal from Bank of America, and adopt the accompanying resolution. Resolution Providing Final Appi°oval of Terms For 2005 SAOrtsPlex Acquisition Financing 6~HEREAS: Orange Cotulty bas previously determined to carry out a plan to acquire the Triangle SportsPlex facility, to devote the SportsPlex to multiple County uses, and to finance the acquisition of the facility The County has solicited competitive proposals from banks to provide the desired financing, and Batrk of Atnerica, N-A. (the "Bank"), has submitted the best proposal. BE IT THEREFORE RESOLVED by the Board of Commissioners of Ot•ange County, North Carolina, as follows: 1. Determination To Proceed with Financing -The County confirrns its plans to acquire the SportsPlex and to finance the acquisition. The County will carry out the plan with financing fi-onr the Bank, substantially in accordance with its variable rate financing proposal dated October 11, 2005., Under the financing plan, the Barrlc will make funds available to the County to pay the acquisition cost of the SportsPlex. The County will repay the amount advanced, with interest, over time. The County will grant to the Bank amortgage-type interest in the SportsPlex to secure the County's repayment obligation.. 1. Direction To Execute Documents -- The Board authorizes and directs the Board's Chair, the County Manager and the County Finance Officer to act on the County's behalf' and to execute and deliver all appropriate documents (the "Documents") for the proposed financing. It is the Board's understmrding that the Documents will be in forms acceptable to the North Carolina Local Govermnent Conunission and substantially similar to those used by the Bank in similar financings provided to the County acrd to other North Carolina local govermnents. The execution and delivery of any Document by an authorized officer will be conclusive evidence of such officer's approval of the final form of such Document. The Documents in final form, however, nntst be consistent with the financing plan described in this resolution and the Bank's proposal and must provide (a) for the amount fnanced by the County not to exceed $6,000,000, and (b) for a financing teen not to extend beyond May I, 2006, The financing contemplated by this resolution is intended as temporary financing, to be replaced prior to next May 1 by longer-term permanent financing. .3. Al1t1101'LT.atlal! to Finance Officer To Complete Closing -The Board authorizes and directs the Finance Offcer to hold executed copies of all financing documents authorized or permitted by this resolution in escrow on the County's behalf until the conditions for their delivery have been completed to such officer's satisfaction, and thereupon to release the executed copies of such 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 such 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 such document for delivery will constitute conclusive evidence of such officer's approval of any such changes,. 4. Resolrrtiorrs 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 acrd 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 paytnents 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 tune to pay to the United States any part of the earnings derived from the investment of the financing proceeds. Itr this resolution, "Code" meads the United States Internal Revenue Code of 1986, as annended, acrd includes applicable Treasury regulations. S. Miscellaxeorrs Provisions -- All County officers and employees are authorized and directed 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, approved and confirmed. Upon the absence, unavailability or refusal to act of the County Manager, the Board's Chair or the Finance Officer, any other of such officers may assume any responsibility or carry out any function assigned 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 inunediately. 5 BankofAmeric ~'' October 11, 2005 Orange County, NC Attn: Mr. Kenneth T. Chavious, Finance Officer 208 South Cameron Street Hillsborough, NC 27278 RE: Financing for Triangle Sportsplex Facility Dear Mr. Chavious: Bank of America, N.A. ("Bank") is pleased to offer the following financing proposal to Orange County, NC (the "County" or "Borrower") subject to the terms and conditions stated below: BORROWER: Orange County, NC. AMOUNT: Up to $6,000,000 Installment Financing Agreement (G.S. 160A- 20), PURPOSE: To finance the costs of acquiring and renovating the Triangle Sportsplex ("the Project"). INTEREST RATE: Option 1: A fixed rate of interest of 3.44% per annum. O to ion 2: A variable rate of interest of 60% of 30-day Libor as it may change from time to time plus 80 basis points (.80). For comparison, assuming the current Libor rate, today's rate would be 3..15%. Under this option, the interest rate would be capped at a maximum of 10%, These interest rates are valid only if this commitment is accepted in writing by 12:00 noon on October 19, 2005, and if the loan is fully funded by December 15, 2005. The interest rate on the loan is set to approximate a particular percentage yield to Bank of America based in part upon Federal and State tax Taws and regulations currently in effect and reflects the Bank's understanding that interest on the loan will be exempt from Federal and State income taxes and will not be "bank- qualified" under Section 265(b) of the Internal Revenue Code of 1986. The Bank's policy is to include language in the loan documents that will assure such yield. MATURITY DATEI REPAYMENT TERMS: Maturity date will be May 1, 2006.. Principal and accrued interest will be payable at maturity. Interest will be calculated in arrears, and on an actual/360 day basis. COLLATERAL: The Installment Financing Agreement will be secured by a t sr Deed of Trust in the project being financed, as negotiated between the County and the Bank. PREPAYMENT PREMIUM: No prepayment penalties for either option. NON-SUBSTITUTION AND NON APPROPRIATION: As required by North Carolina law, the Installment Financing Agreement will contain anon-appropriation clause and will not contain anon-substitution clause. LEGAL FEES: If the Bank's legal counsel performs the tax opinion, the Bank's attorney fees will not exceed $7,500, inclusive of all expenses related to the closing of this Loan except recordation and filing fees with respect to the perfection of the collateral, and will be paid for by Borrower.. If Sanford Holshouser performs the tax opinion, the legal fees would be $6,000, OTHER FEES: None. CONDITIONS PRECEDENT: At or prior to closing, the Borrower will cause to be delivered in form and substance satisfactory to Bank, documents as Bank may reasonably require including, but not be limited to, the following: 1) Opinion Letter from Borrower's counsel satisfactory to Bank relative to the matters set out under Warranties below. 2) Approval of the proposed transaction by the Local Government Commission. 3) Any other acts or documentation deemed reasonable by the Bank which may include but not be limited to title insurance or a title opinion letter, survey, flood hazard certification and if appropriate, flood insurance, hazard insurance with Bank as loss payee, and an acceptable environmental report or questionnaire. Please note that an appraisal will not be required, WARRANTIES: Borrower will provide at closing, in form satisfactory to Bank, customary warranties and representations including, but not limited to, the following: 1) The Borrower has obtained the proper authorization to execute and deliver the documents necessary to complete the proposed transaction. 2) The Borrower is a public body corporate and politic created and validly existing under the Constitution and the laws of the Constitution and the laws of the State of North Carolina. 3) The Installment Financing Agreement and all related loan documents when executed will constitute a legal, valid, binding, and enforceable obligation of the Borrower in accordance with their terms. 4) There has been no material adverse change in the financial condition of the Borrower since the date of the last annual financial statements provided to the Bank. 5) Bank will have a valid first lien position on the collateral. 7 PROPOSAL REQUIREMENTS: With regard to the Proposal Requirements on page 2 of the Request for Proposals: t) Other than the requirements contained herein, there are no other conditions to the closing of this transaction other than the preparation of acceptable documentation. 2) There will be no other fees paid for by the Borrower except for what is indicated herein. 3) As stated, this proposal is valid until 12:00 noon on October 19, 2005. If accepted by that time, the loan must close by December 15, 2005, Unless otherwise provided in the Installment Financing Agreement executed by the Bank and Borrower, the provisions contained herein will survive the closing of the Loan. This proposal is not intended to be all-inclusive, and other standard terms and conditions may be included in the Installment Financing Agreement and related loan documents. This proposal will expire unless accepted in writing by 12:00 noon on October 19, 2005, and if the loan does not close by December 15, 2005, unless the Bank extends the dates in writing.. If accepted, this Letter should be signed by an authorized official of the Borrower in the space provided below and returned to the undersigned. If you have any questions, please do not hesitate contact me. We appreciate the opportunity to submit this proposal. Sincerely, ~z~~~~r Richard T, Brown Sr, Vice PresidendSr. Client Manager Phone: (919) 956-2252 Fax: (919) 956-2290 Accepted this day of , 2005 Orange County, North Carolina By: Title: Edmund A Hawes Senior Vice President Phone: 704-386-5452 Cc: Robert M. Jessup Jr„ Esq..