Loading...
1989-08-04 SPM Exhibits ~ .3'llJIJflo7 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF NEW HANOVER COUNTY, NORTH CAROLINA APPROVING THE PURCHASE OF PROPERTY FOR COUNTY PURPOSES, THE EXECUTION AND DELIVERY OF A PURCHASE MONEY INSTALLMENT CONTRACT IN THE AGGREGATE PRINCIPAL AMOUNT OF THREE MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS AND RELATED DOCUMENTS IN CONNECTION THEREWITH, AND ALL OTHER MATTERS RELATED THERETO. WHEREAS, New Hanover County, North Carolina (the "County") deems it necessary and expedient to purchase certain property and improvements thereon as described in documents presented to the Board (the "Property"), owned by Cleveland New Hanover Company, a South Carolina partnership (the "Seller"), for use by the County to house its Department of Social Services; and WHEREAS, pursuant to North Carolina General Statutes S160A-20, as amended, counties in North Carolina are authorized to purchase or finance the purchase of real or personal property by installment contracts that create in the property purchased a security interest to secure payment of the purchase price to the seller or to an individual or entity advancing moneys or supply- ing financing for the purchase transaction: and WHEREAS, subject to the approval of the Local Govern- ment Commission of North Carolina (the "LGC") under North Carol- iha General Statutes s159-148, the County intends to purchase the Property pursuant to s160A-20, as amended, by executing and delivering to the Seller a Purchase Money Installment Contract in the principal amount of $3,850,000 (the "Contract"); and -3- WHEREAS, it is the intention of the Board of Commis- Sloners to adopt this Resolution for the purpose of authorizing or ratifying the purchase of the Property from the Seller, the execution and delivery of the Contract and related documents, the submission of an Application for Approval of Financing Agreement to the LGC, and authorizing such other matters necessary and advisable to carry out the purchase of the Property; NOW, THEREFORE, BE IT RESOLVED by the Board of Com- missioners of New Hanover County, North Carolina, as follows: SECTION 1. PURCHASE OF PROPERTY. The County is hereby authorized to purchase the Property for the purpose of using the building and improvements located thereon to house the County's Department of Social Services. The Chairman and Clerk of the Board of County Commissioners are hereby authorized and directed on behalf of the County to effectuate the purchase of the Property from the Seller upon the terms and conditions contained in the Agreement of Purchase and Sale by and between the County and the Seller, the Contract, a Purchase Money Deed of Trust and security Agreement by and between the County and the Seller and an Installment Contract Purchase and Assignment Agree- ment, by and among the county, the Seller and Jefferson-Pilot Life Insurance Company (the "Purchaser"), forms of which with draft date July 31, 1989 have been presented to the Board (the "Purchase Documents"). The Chairman and the Clerk are hereby authorized and directed to execute and deliver the Purchase -4- Documents on behalf of the County in substantially the forms attached hereto, with such changes therein as they and their counsel shall deem necessary and advisable, their approval of such changes to be conclusively evidenced by their execution thereof, and to execute and deliver such other documents and instruments, and to take all such further actions they and their counsel deem necessary and advisable to carry out the intent of this Resolution. SECTION 2. REGISTRATION OF CONTRACT. The County hereby appoints the Director of Finance of the County as the registrar and paying agent with respect to the Contract and authorizes the Director of Finance of the County to maintain such registration records with respect to the Contract, to effect transfers and assignments of the Contract and to make all payments of principal and interest with respect to the Contract as provided therein. SECTION 3. FEDERAL TAX LAW COVENANTS. (a) The Board of Commissioners hereby recognizes that the Seller and Purchaser will have accepted the Purchase Docu- ments at, and paid therefor, a price that reflects the under- standing that interest thereon is excludable from gross income for Federal income tax purposes. In this connection, the County covenants to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") required to preserve the -5- exclusion from gross income of interest on the Contract for Federal income tax purposes. (b) It is the reasonable expectation of the County that the proceeds of the Contract will not be used in a manner that will cause the Contract to be an "arbitrage bond" within the meaning of 9148 of the Code or a "private activity bond" within the meaning of 9141 of the Code, and to this end the proceeds of the Contract and other related funds shall be used and spent expeditiously for the purpose described herein. (c) The County further covenants and represents that in the event that it shall be required by s148(f) of the Code to pay any investment proceeds of the Contract to the United states government, it will make such payments as and when required by said section and will take such other actions as shall be neces- sary to prevent the interest on the Contract from becoming taxable for Federal income tax purposes. The Chairman and Clerk of the Board of Commissioners of the County or either of them is hereby authorized and directed to make such certifications in this regard in connection with the delivery of the Contract as they shall deem appropriate, and any such certification shall constitute a representation and certification of the County. SECTION 4. LGC APPROVAL/SWORN STATEMENT OF DEBT. The Board of Commissioners hereby ratifies the action of the Director of Finance in submitting to the LGC an Application for Approval of Financing Agreement pursuant to North Carolina -6- General statutes 9160A-20, as amended, and 9159-148, including therein the proposed registration system in accordance with 9159E-4, and in executing a Sworn statement of Debt of the County pursuant to North Carolina General Statutes 9159-55, in connec- tion with the financing of the purchase of the Property. SECTION 5. FINDINGS AND DETERMINATIONS. The Board of commissioners hereby finds and determines that: (a) the purchase of the Property is necessary and expedient for the County; (b) the sums payable under the Contract are not excessive for its stated purpose; (c) the County Attorney has rendered an opinion that the proposed purchase of the Property is authorized by law and is a purpose for which public funds may be expended; (d) the proposed Contract, under the circum- stances, is preferable to a general obligation or revenue bond issue for the same purpose; (e) the estimated cost of financing the pur- chase of the Property under the Contract compares reasonably with an estimate of similar costs under bond financing of such purchase; (f) the debt management policies of the County have been carried out in strict compliance with law; (g) no increase in the County's tax rate is presently anticipated in order to raise sums payable under the Contract during its term; and (h) the County is not in default in respect of its debt service obligations. -7- SECTION 6. OFFICERS' AUTHORITY. The Chairman and Clerk of the Board of Commissioners, the County Manager, the County Attorney and the Director of Finance are hereby authorized and directed to do all acts and things required for the full, punctual and complete performance of the terms, covenants, provisions and agreements contained in this Resolution, the Contract and the other Purchase Documents. SECTION 7. CONFLICTING RESOLUTIONS. All resolutions and orders, and parts thereof, in conflict with the provisions of this Resolution, are to the extent of such conflict, hereby repealed and this Resolution shall be in immediate effect from and after its adoption. ATTEST: APPROVED this 4th day of August, 1989. ~ &L<~ Chalrman ~~~~ CI rk * * * * -8-